News Release

Procter & Gamble Announces $1.25 Billion Debt Tender Offer

Wednesday, May 9, 2018 8:11 am EDT

Dateline:

CINCINNATI

Public Company Information:

NYSE:
PG

CINCINNATI--(BUSINESS WIRE)--The Procter & Gamble Company (NYSE:PG) announced today that it has commenced a debt tender offer to purchase, for an aggregate purchase price of up to $1.25 billion in cash (the “Maximum Tender Amount”), the P&G debt securities listed in the table below (collectively, the “Securities”).

          Reference   Bloomberg   Fixed
Principal Acceptance Security/ Reference Spread
Amount Priority Early Tender Interpolated Page/

(basis

Title of Security Outstanding CUSIP/ISIN Level

Premium (1)

  Rate Screen

points)

 
8.750% Debentures due 2022 $97,000,000 CUSIP: 742718BJ7
ISIN: US742718BJ73
1 $30 2.750% U.S. Treasury due Apr. 30, 2023 PX1 30
 
8.000% Debentures due 2024 $96,987,000 CUSIP: 742718BG3
ISIN: US742718BG35
2 $30 2.750% U.S. Treasury due Apr. 30, 2023 PX1 40
 
8.000% Debentures due 2029 $66,206,000 CUSIP: 742718AV1
ISIN: US742718AV11
3 $30 2.750% U.S. Treasury due Feb. 15, 2028 PX1 75
 
6.450% Debentures due 2026 $160,147,000 CUSIP: 742718BH1
ISIN: US742718BH18
4 $30 2.750% U.S. Treasury due Feb. 15, 2028 PX1 55
 
6.250% Notes due 2030

£310,529,000

ISIN: XS0106655235 5

£30

4.750% UK Treasury due Dec. 7, 2030 FIT GLT10-50 40
 
5.800% Notes due 2034

$475,210,000

CUSIP: 742718DB2
ISIN: US742718DB20
6 $30 2.750% U.S. Treasury due Nov. 15, 2047 PX1 43
 
5.550% Notes due 2037 $1,130,469,000 CUSIP: 742718DF3
ISIN: US742718DF34
7 $30 2.750% U.S. Treasury due Nov. 15, 2047 PX1 45
 
5.500% Notes due 2034 $368,787,000 CUSIP: 742718CB3
ISIN: US742718CB39
8 $30 2.750% U.S. Treasury due Nov. 15, 2047 PX1 43
 
5.250% Notes due 2033

£200,000,000

ISIN: XS0158603083 9

£30

4.250% UK Treasury due June 7, 2032 FIT GLT10-50 43
 
4.875% Notes due 2027

€1,000,000,000

ISIN: XS0300113254 10

€30

May 2027 Interpolated Swap Rate ICAE1 -5
 
4.125% Notes due 2020

€600,000,000

ISIN: XS0237323943 11

€30

December 2020 Interpolated Swap Rate ICAE1 -25

(1) The Total Consideration payable for each $1,000, £1,000 or €1,000 principal amount of Securities validly tendered at or prior to the Early Tender Deadline and accepted for purchase by us includes the applicable Early Tender Premium. In addition, holders whose Securities are accepted will also receive accrued interest on such Securities.

The amounts of each series of Securities that are purchased will be determined in accordance with the acceptance priority levels specified in the table above (the “Acceptance Priority Level”), with 1 being the highest Acceptance Priority Level and 11 being the lowest Acceptance Priority Level.

The tender offer is being made upon and is subject to the terms and conditions set forth in the Offer to Purchase, dated May 9, 2018, and the related Letter of Transmittal. The tender offer will expire at midnight, New York City time, at the end of June 6, 2018, unless extended or terminated (the “Expiration Date”). Tenders of Securities may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on May 22, 2018, but may not be withdrawn thereafter except where additional withdrawal rights are required by law.

The prices to be paid for each series of Securities accepted for purchase will be determined at 10:00 a.m., New York City time, for the Securities denominated in U.S. Dollars, and 3:00 p.m., London time, for the Securities denominated in Sterling or Euro, on the business day following the Early Tender Deadline (as it may be extended, the “Price Determination Date”). The prices to be paid for the Securities denominated in U.S. Dollars and Sterling will be calculated on the basis of the yield to the applicable call or maturity date of the applicable reference security listed in the table above, and the prices to be paid for the Securities denominated in Euro will be 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 on the Price Determination Date.

Holders of Securities that are validly tendered and not withdrawn at or prior to 5:00 p.m., New York City time, on May 22, 2018 (unless extended, the “Early Tender Deadline”) and accepted for purchase will receive the applicable Total Consideration, which includes the applicable early tender premium specified in the table above (the “Early Tender Premium”). Holders of Securities who validly tender their Securities following the Early Tender Deadline and at or prior to the Expiration Date and whose Securities are accepted for purchase will only receive the applicable “Tender Offer Consideration,” which is equal to the applicable Total Consideration minus the applicable Early Tender Premium.

The purchase price for Securities denominated in U.S. Dollars, Sterling and Euro will be paid in U.S. Dollars, Sterling and Euro, respectively. The Maximum Tender Amount will be determined subject to the currency conversion methods described in the Offer to Purchase.

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 the conditions described in the Offer to Purchase.

Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC are acting as the dealer managers for the tender offer. The information and tender agent is D.F. King. Copies of the Offer to Purchase, Letter of Transmittal and related offering materials are available via the tender offer website at https://sites.dfkingltd.com/pg or by contacting the information and tender agent in New York at (212) 269-5550 (banks and brokers) or (866) 356-7813 (all others) or in London at +44 20 7920 9700 or by email at pg@dfking.com. Questions regarding the tender offer should be directed to Deutsche Bank Securities Inc., at (212) 250-2955, (866) 627-0391 or +44 20 7545 8011, 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 release or presentation, other than purely historical information, including estimates, projections, statements relating to our 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. We undertake 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 our 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 to generate sufficient income and cash flow to allow the Company to affect the expected share repurchases and dividend payments; (3) the ability to manage disruptions in credit markets or changes to our credit rating; (4) the ability to maintain key manufacturing and supply arrangements (including execution of supply chain optimizations and sole supplier and sole manufacturing plant arrangements) and to manage disruption of business due to factors outside of our control, such as natural disasters and acts of war or terrorism; (5) the ability to successfully manage cost fluctuations and pressures, including prices of commodities and raw materials, and costs of labor, transportation, energy, pension and healthcare; (6) the ability to stay on the leading edge of innovation, obtain necessary intellectual property protections and successfully respond to changing consumer habits and technological advances attained by, and patents granted to, competitors; (7) the ability to compete with our 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 our 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 our suppliers, distributors, contractors and external business partners; (11) the ability to rely on and maintain key company and third party information technology systems, networks and services, and maintain the security and functionality of such systems, networks and services and the data contained therein; (12) the ability to successfully manage uncertainties related to changing political conditions (including the United Kingdom’s decision to leave the European Union) and potential implications such as exchange rate fluctuations and market contraction; (13) the ability to successfully manage regulatory and legal requirements and matters (including, without limitation, those laws and regulations involving product liability, intellectual property, antitrust, data protection, tax, environmental, and accounting and financial reporting) and to resolve pending matters within current estimates; (14) the ability to manage changes in applicable tax laws and regulations including maintaining our intended tax treatment of divestiture transactions; (15) the ability to successfully manage our ongoing acquisition, divestiture and joint venture activities, in each case to achieve the Company’s overall business strategy and financial objectives, without impacting the delivery of base business objectives; and (16) the ability to successfully achieve productivity improvements and cost savings and manage ongoing organizational changes, while successfully identifying, developing and retaining key employees, including in key growth markets where the availability of skilled or experienced employees may be limited. For additional information concerning factors that could cause actual results and events to differ materially from those projected herein, please refer to our 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.

Contact:

P&G Media :
Jennifer Corso, 513-983-2570
or
P&G Investor Relations :
John Chevalier, 513-983-9974