Yum! Brands Announces Consideration for Tender Offers
November 5, 2013
LOUISVILLE, KY, November 5, 2013 – Yum! Brands, Inc. (NYSE: YUM) today announced the reference yields, tender offer consideration, and total consideration for two series of its outstanding debt securities in connection with its previously announced cash offers to purchase up to $525 million aggregate principal amount of five series of its outstanding debt securities (collectively, the “Notes”). As further discussed below, only Notes with Acceptance Priority Levels 1 and 2, as identified in the table below, will be accepted for purchase, assuming that the conditions to the tender offers are satisfied or waived. The terms and conditions of the tender offers are described in the Offer to Purchase, dated October 22, 2013 (the “Offer to Purchase”), and the related Letter of Transmittal.
For Notes that were validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on November 4, 2013 (the “Early Tender Time”) and that are accepted for purchase, the applicable total consideration per $1,000 principal amount of each series of Notes (for each series, the “Total Consideration”) is the price determined as described in the Offer to Purchase intended to result in a yield to maturity (calculated in accordance with standard market practice) equal to the sum of (i) the yield to maturity for the applicable U.S. Treasury Reference Security specified in the table below, calculated based on the bid-side price of such U.S. Treasury Reference Security as of 2:00 p.m., New York City time, today, November 5, 2013 (being the first business day following the Early Tender Time), plus (ii) the applicable Fixed Spread specified in the table below. The Total Consideration includes the Early Tender Payment specified in the table below. Holders tendering their Notes after the Early Tender Time and at or prior to 11:59 p.m. New York City time on November 19, 2013 (the “Expiration Time”), will be eligible to receive only the applicable Tender Offer Consideration, namely the applicable Total Consideration less the Early Tender Payment specified in the table below.
|Title of Security
|Principal Amount Outstanding||Tender
|Acceptance Priority Level||Fixed Spread (basis points)||Reference U.S. Treasury Security||Bloomberg Reference Page||Early Tender Payment||Total Consideration||Tender Offer Consideration|
|6.875% Senior Notes due 2037
|$600,000,000||$275,000,000||1||165||2.875% U.S. Treasury Note due 05/15/2043||PX1||$50||$1,191.43||$1,141.43|
|6.250% Senior Notes due 2018
|$600,000,000||N/A||2||40||1.375% U.S. Treasury Note due 09/30/2018||PX1||$50||$1,185.94||$1,135.94|
In addition, holders whose Notes are accepted for purchase pursuant to the tender offers will receive accrued and unpaid interest on their purchased Notes from and including the last interest payment date for such Notes to, but excluding, the Settlement Date (as defined in the Offer to Purchase). Subject to the terms and conditions of the tender offer, the Settlement Date will follow promptly after the Expiration Time and currently is expected to be November 20, 2013.
Earlier today, Yum! Brands also announced that it has increased the combined aggregate principal amount of the Notes that it is offering to purchase in the tender offers from $525 million to $550 million (as increased, the “Tender Cap”). Additionally, the Tender Sub-Cap for Yum! Brands’ offer to purchase its 6.875% Senior Notes due 2037 is being increased from $250 million to $275 million. Except for such increases, all other terms and conditions of the tender offers, as previously announced, remain unchanged.
Yum! Brands previously announced that the total aggregate principal amount of Notes of all five series validly tendered and not validly withdrawn at or prior to the Early Tender Time was $1,055,897,000, which amount exceeds the Tender Cap. Since Yum! Brands will accept for payment only such portion of the tendered Notes that does not result in it purchasing Notes with an aggregate principal amount above the Tender Cap and, in the case of the Notes with Acceptance Priority Level 1, above the Tender Sub-Cap, Yum! Brands will purchase a portion of the validly tendered Notes with Acceptance Priority Levels 1 and 2 and will not purchase any Notes with Acceptance Priority Levels 3, 4, or 5, in accordance with the terms of the tender offers set forth in the Offer to Purchase. Assuming that the conditions to the tender offers are satisfied or waived, tendered Notes with Acceptance Priority Levels 1 and 2 will be accepted for purchase on a pro rata basis as described in the Offer to Purchase, such that the aggregate principal amount of the Notes accepted in the tender offers equals the Tender Cap. Yum! Brands has directed D.F. King & Co., Inc., the Tender Agent for the tender offers, to promptly return to holders all Notes having Acceptance Priority Levels 3, 4, and 5, namely the 6.250% Senior Notes due 2016, the 5.300% Senior Notes due 2019, and the 4.250% Senior Notes due 2015 that were tendered. All 6.875% Senior Notes due 2037 and 6.250% Senior Notes due 2018 tendered and not accepted for purchase will be returned to holders following the Settlement Date in accordance with the terms of the tender offers.
On October 31, 2013, Yum! Brands completed an underwritten public offering of senior unsecured notes in an aggregate principal amount, together with other available funds, sufficient to satisfy the financing condition described in the Offer to Purchase. The tender offers are subject to the satisfaction or waiver of certain other conditions, as specified in the Offer to Purchase.
Yum! Brands has retained Goldman, Sachs & Co. and J.P. Morgan Securities LLC to serve as the Lead Dealer Managers for these tender offers. Goldman, Sachs & Co. may be contacted at (800) 828-3182 (toll free) or (212) 357-0215 (collect) and J.P. Morgan Securities LLC may be contacted at (866) 834-4666 (toll free) or (212) 834-4811 (collect). Yum! Brands has also retained D.F. King & Co., Inc. to serve as the Tender Agent and the Information Agent for the tender offers.
This press release is not an offer to purchase or a solicitation of acceptance of a tender offer, which may be made only pursuant to the terms of the Offer to Purchase and the Letter of Transmittal. The tender offers do not constitute an offer to purchase Notes in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer or solicitation under applicable securities or blue sky laws. None of Yum! Brands, the Tender Agent, the Information Agent, any of the Dealer Managers or the trustee for the Notes is making any recommendation as to whether holders should tender Notes in the tender offers.
About Yum! Brands
Yum! Brands, Inc., based in Louisville, Kentucky, has over 40,000 restaurants in more than 130 countries and territories. Yum! Brands is ranked #201 on the Fortune 500 List with revenues of over $13 billion in 2012 and in 2013 was named among the top 100 Corporate Citizens by Corporate Responsibility Magazine. The Company’s restaurant brands – KFC, Pizza Hut and Taco Bell – are the global leaders of the chicken, pizza and Mexican-style food categories. Outside the United States, the Yum! Brands system opened on average over five new restaurants per day in 2012, making it a leader in international retail development.
Analysts are invited to contact:
Steve Schmitt, Vice President Investor Relations, at 888⁄298–6986
Donny Lau, Director Investor Relations, at 888⁄298–6986
Members of the media are invited to contact:
Amy Sherwood, Vice President Public Relations, at 502⁄874–8200