Yum! Brands Announces Early Results of Tender Offers and Increases in Tender Caps
November 5, 2013
LOUISVILLE, KY, November 5, 2013 – Yum! Brands, Inc. (NYSE: YUM) today announced the preliminary results of its previously announced cash tender offers to purchase up to $525 million aggregate principal amount of five series of its outstanding debt securities identified in the table below (collectively, the “Notes’). 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.
According to information provided by D.F. King & Co., Inc., the Tender Agent and Information Agent for the tender offers, $369,867,000 aggregate principal amount of the 6.875% Senior Notes due 2037, $351,614,000 aggregate principal amount of the 6.250% Senior Notes due 2018, $145,884,000 aggregate principal amount of the 6.250% Senior Notes due 2016, $61,704,000 aggregate principal amount of the 5.300% Senior Notes due 2019, and $126,828,000 aggregate principal amount of the 4.250% Senior Notes due 2015 were validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on November 4, 2013 (the “Early Tender Time”). Tendered Notes may not be withdrawn after the Early Tender Time.
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.
The total aggregate principal amount of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time was $1,055,897,000, which amount exceeds the Tender Cap.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 of $275 million, 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 and the aggregate principal amount of 6.875% Senior Notes due 2037 accepted in the applicable tender offer equals the Tender Sub-Cap of $275 million.
Each tender offer will expire at the “Expiration Time” which is 11:59 p.m., New York City time, on November 19, 2013, unless extended.
|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|
|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|
|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|
|6.250% Senior Notes due 2016
|$300,000,000||N/A||3||25||0.625% U.S. Treasury Note due 10/15/2016||PX1||$50|
|5.300% Senior Notes due 2019
|$250,000,000||N/A||4||145||1.375% U.S. Treasury Note due 09/30/2018||PX1||$50|
|4.250% Senior Notes due 2015
|$250,000,000||N/A||5||30||0.25% U.S. Treasury Note due 09/30/2015||PX1||$50|
Holders of the Notes subject to the tender offers who validly tendered and did not validly withdraw their Notes on or before the Early Tender Time will receive the Total Consideration, which includes an Early Tender Payment of $50 per $1,000 principal amount of Notes tendered by such holders that are accepted for purchase. Holders of Notes who validly tender their Notes after the Early Tender Time and on or before the Expiration Time will receive the Tender Offer Consideration per $1,000 principal amount of Notes tendered by such holders that are accepted for purchase, which is equal to the applicable Total Consideration minus the Early Tender Payment of $50 per $1,000 principal amount of Notes.
The Total Consideration for each $1,000 principal amount of Notes tendered and accepted for purchase pursuant to the tender offers will be determined in the manner described in the Offer to Purchase by reference to a fixed spread specified for each series of the Notes over the yield based on the bid side price of the U.S. Treasury Security specified in the table above, as quoted on the applicable page on Bloomberg PX1 at 2:00 p.m., New York City time, today, November 5, 2013. Holders whose Notes are accepted for purchase pursuant to the tender offers will also 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 offers, the Settlement Date will follow promptly after the Expiration Time and currently is expected to be November 20, 2013.
On October 31, 2013, Yum! Brands completed an underwritten public offering of senior unsecured notes in an aggregate principal amount 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