Form 8-K PROCTER & GAMBLE Co For: Oct 31

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,  DC 20549                

FORM 8-K

                                                                                         

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): October 31, 2016

 

THE PROCTER & GAMBLE COMPANY

(Exact Name of Registrant as Specified in Charter)

 

 

 

Registrant's telephone number, including area code: (513) 983-1100

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

                                                                                                                                        

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

 

 

 

 

 

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Item 8.01

Other Events.

 On October 31, 2016, The Procter & Gamble Company ("P&G") issued a press release announcing the early tender results and pricing of a $1.65 billion cash tender offer for outstanding debt securities.

A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits.

 

 

 

 

 

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

 

 

Exhibit Index

 

CINCINNATI, October 31, 2016—The Procter & Gamble Company (NYSE: PG) announced today the pricing and early results of its previously announced debt tender offer to purchase select P&G debt securities.  As previously announced, the tender offer is intended to allow P&G to retire higher-interest rate debt in the current low interest-rate environment and further improve the efficiency of P&G's capital structure.  The tender offer is being made solely pursuant to P&G's Offer to Purchase, dated October 17, 2016, and the related Letter of Transmittal, as amended by this press release.

In addition, P&G announced today that it has amended the terms of the tender offer to increase the Maximum Tender Amount, which is the maximum aggregate purchase price that P&G will pay in the tender offer, from $1.25 billion to $1.65 billion.  Other than the increase in the Maximum Tender Amount, all other terms and conditions of the tender offer remain unchanged.

As of the Early Tender Deadline of 5:00 p.m., New York City time, on October 28, 2016, the principal amounts of the Securities listed in the table below had been validly tendered and not validly withdrawn.  The withdrawal deadline of 5:00 p.m., New York City time, on October 28, 2016 has passed and, accordingly, Securities validly tendered in the tender offer may no longer be withdrawn except where additional withdrawal rights are required by law.

 

 

Pursuant to the terms of the tender offer, the amount of Securities that will be accepted for purchase is subject to the Maximum Tender Amount, as amended by this press release.  The amounts of each series of Securities that will be accepted for purchase was determined in accordance with the Acceptance Priority Levels specified in the table above, with 1 being the highest Acceptance Priority Level and 12 being the lowest Acceptance Priority Level.  In addition, the aggregate purchase price for certain series of Securities was limited to the Tender Caps specified in the table above.

The prices to be paid for the Securities denominated in U.S. Dollars and Sterling were calculated on the basis of the yield, listed in the table above, to the applicable call or maturity date of the applicable reference security, and the prices to be paid for the Securities denominated in Euro were calculated on the basis of the rates payable on a reference swap plus the fixed spread applicable to such Securities as set forth in the table above, in each case in the manner described in the Offer to Purchase.  The Maximum Tender Amount and Tender Caps (where applicable) were determined subject to the currency conversion methods described in the Offer to Purchase.

Because the aggregate principal amount of validly tendered Securities resulted in the purchase price exceeding the Maximum Tender Amount (and, in the case of the 6.250% Notes due 2030, the applicable Tender Cap), the 6.250% Notes due 2030 and 5.550% Notes due 2037 will be purchased subject to proration.

Holders of the Securities that were validly tendered and not withdrawn at or prior to the Early Tender Deadline and that are accepted for purchase will receive the applicable Total Consideration specified in the table above.  The tender offer will expire at midnight, New York City time, at the end of November 14, 2016, unless extended or terminated.  However, because the tender offer was fully subscribed as of the Early Tender Deadline, holders who validly tender Securities following that time will not have any of their Securities accepted for purchase.  Securities not accepted for purchase will be promptly returned or credited to the holder's account.

The settlement date for Securities tendered at or prior to the Early Tender Deadline and accepted for purchase is expected to be November 4, 2016.

P&G's obligation to accept for payment and to pay for the Securities validly tendered in the tender offer is subject to the satisfaction or waiver of the conditions described in the Offer to Purchase.

Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC are acting as the dealer managers for the tender offer.  The information agent and tender agent is D.F. King & Co., Inc.  Copies of the Offer to Purchase, Letter of Transmittal and related offering materials are available by contacting the information agent at (212) 269-5550 (banks and brokers) or (800) 735-3591 (all others) or by email at [email protected].  Questions regarding the tender offer should be directed to Citigroup Global Markets Inc., Liability Management Group, at (212) 723-6106, (800) 558-3745 (toll-free) or +44 20 7986 8969 or Morgan Stanley & Co. LLC, Liability Management Group, at (212) 761-1057, (800) 624-1808 (toll-free) or +44 20 7677 5040.

This news release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities.  The tender offer is being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.

 

Forward-Looking Statements

 

Certain statements in this press release, other than purely historical information, including estimates, projections, statements relating to P&G's business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are "forward-looking statements." These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are based on current expectations and assumptions, which are subject to risks and uncertainties that may cause results to differ materially from those expressed or implied in the forward-looking statements. P&G undertakes no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events or otherwise.

Risks and uncertainties to which P&G's forward-looking statements are subject include, without limitation: (1) the ability to successfully manage global financial risks, including foreign currency fluctuations, currency exchange or pricing controls and localized volatility; (2) the ability to successfully manage local, regional or global economic volatility, including reduced market growth rates, and generate sufficient income and cash flow to allow P&G to effect the expected share repurchases and dividend payments; (3) the ability to manage disruptions in credit markets and changes to P&G's credit rating; (4) the ability to maintain key manufacturing and supply arrangements (including sole supplier and sole manufacturing plant arrangements) and manage disruption of business due to factors outside of P&G's control, such as natural disasters and acts of war or terrorism; (5) the ability to successfully manage cost fluctuations and pressures, including commodity prices, raw materials, labor costs, energy costs and pension and health care costs; (6) the ability to stay on the leading edge of innovation, obtain necessary intellectual property protections and successfully respond to technological advances attained by, and patents granted to, competitors; (7) the ability to compete with P&G's local and global competitors in new and existing sales channels, including by successfully responding to competitive factors such as prices, promotional incentives and trade terms for products; (8) the ability to manage and maintain key customer relationships; (9) the ability to protect P&G's reputation and brand equity by successfully managing real or perceived issues, including concerns about safety, quality, ingredients, efficacy or similar matters that may arise; (10) the ability to successfully manage the financial, legal, reputational and operational risk associated with third party relationships, such as P&G's suppliers, contractors and external business partners; (11) the ability to rely on and maintain key information technology systems and networks (including P&G and third-party systems and networks) and maintain the security and functionality of such systems and networks and the data contained therein; (12) the ability to successfully manage regulatory and legal requirements and matters (including, without limitation, those laws and regulations involving product liability, intellectual property, antitrust, privacy, tax, accounting standards and the environment) and to resolve pending matters within current estimates; (13) the ability to manage changes in applicable tax laws and regulations; (14) the ability to successfully manage P&G's portfolio optimization strategy, as well as ongoing acquisition, divestiture and joint venture activities, to achieve P&G's overall business strategy, without impacting the delivery of base business objectives; (15) the ability to successfully achieve productivity improvements and cost savings and manage ongoing organizational changes, while successfully identifying, developing and retaining particularly key employees, especially in key growth markets where the availability of skilled or experienced employees may be limited; and (16) the ability to manage the uncertain implications of the United Kingdom's withdrawal from the European Union. For additional information concerning factors that could cause actual results and events to differ materially from those projected herein, please refer to P&G's most recent 10-K, 10-Q and 8-K reports.

 

About Procter & Gamble

P&G serves consumers around the world with one of the strongest portfolios of trusted, quality, leadership brands, including Always®, Ambi Pur®, Ariel®, Bounty®, Charmin®, Crest®, Dawn®, Downy®, Fairy®, Febreze®, Gain®, Gillette®, Head & Shoulders®, Lenor®, Olay®, Oral-B®, Pampers®, Pantene®, SK-II®, Tide®, Vicks®, and Whisper®. The P&G community includes operations in approximately 70 countries worldwide. Please visit http://www.pg.com for the latest news and information about P&G and its brands.

P&G Media Contacts:

Damon Jones, (513) 983-0190, [email protected]

Jennifer Corso, (513) 983-2570, [email protected]

P&G Investor Relations Contact:

John Chevalier, (513) 983-9974