CINCINNATI: The Procter & Gamble Company (P&G) has commenced a debt tender offer to purchase, for an aggregate purchase price of up to $1.5 billion in cash, the P&G debt securities including Debentures and Notes.
The amounts of each series of Securities that are purchased will be determined in accordance with the acceptance priority levels, with 1 being the highest Acceptance Priority Level and 10 being the lowest Acceptance Priority Level.
The tender offer will expire at midnight, New York City time, at the end of November 9, 2020, unless extended or terminated (the “Expiration Time”). Tenders of Securities may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on October 26, 2020, but may not be withdrawn thereafter except where additional withdrawal rights are required by law.
The prices to be paid for the Securities will be calculated on the basis of the yield to the maturity date of the applicable reference security listed in the table above on the Price Determination Date.
Payments for Securities purchased will include accrued and unpaid interest from and including the last interest payment date applicable to the relevant series of Securities up to, but not including, the applicable settlement date for such Securities accepted for purchase.
If the tender offer is not fully subscribed as of the Early Tender Deadline, subject to the Maximum Tender Amount, Securities validly tendered and not validly withdrawn at or prior to the Early Tender Deadline will be accepted for purchase in priority to other Securities tendered following the Early Tender Deadline even if such Securities tendered following the Early Tender Deadline have a higher Acceptance Priority Level than Securities tendered at or prior to the Early Tender Deadline.
Securities of a series may be subject to proration if the aggregate principal amount of the Securities of such series validly tendered and not validly withdrawn would cause the Maximum Tender Amount to be exceeded. Furthermore, if the tender offer is fully subscribed as of the Early Tender Deadline, holders who validly tender Securities following the Early Tender Deadline will not have any of their Securities accepted for purchase.
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 a financing condition and certain other general conditions described in the Offer to Purchase.
Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Goldman Sachs & Co. LLC are acting as the dealer managers for the tender offer. The information and tender agent is Global Bondholder Services Corporation.
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