RJR Nabisco, Inc. Announces Pricing of Debt Tender Offers.NEW YORK--(BUSINESS WIRE)--May 13, 1999-- RJR Nabisco RJR Nabisco, Inc., was an American conglomerate formed in 1985 by the merger of Nabisco Brands and R.J. Reynolds Tobacco Company. RJR Nabisco was purchased in 1988 by Kohlberg Kravis Roberts & Co. in the second largest leveraged buyout in history, adjusted for inflation. , Inc. announced today that it has determined the purchase prices on its previously announced debt tender offers for any and all of approximately $4.4 billion in debt. A list of the issues to be repurchased is attached, as well as, for each issue, the tender offer yield, purchase price, total consideration, consent payment and accrued interest Accrued Interest The interest that has accumulated on a bond since the last interest payment up to but not including the settlement date. There are two methods for calculating accrued interest: 1) 360-day year method, used for corporate and municipal bonds. , assuming a payment date of May 18, 1999. The purchase prices are based on the yield on the applicable United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. Treasury reference security as of 12:00 noon EDT EDT abbr. Eastern Daylight Time EDT Eastern Daylight Time EDT n abbr (US) (= Eastern Daylight Time) → hora de verano de Nueva York EDT on Thursday, May 13, 1999 plus a fixed spread (which varies by series of securities). RJR Nabisco will also pay accrued ac·crue v. ac·crued, ac·cru·ing, ac·crues v.intr. 1. To come to one as a gain, addition, or increment: interest accruing in my savings account. 2. and unpaid interest for the period up to but excluding the settlement date of the offers. The tender offers will expire expire /ex·pire/ (ek-spi´er) 1. to exhale. 2. to die. ex·pire v. 1. To breathe one's last breath; die. 2. To exhale. at 5:00 p.m. EDT on Monday, May 17, 1999 (unless further extended or terminated by RJR Nabisco). If all conditions to the tender offers are met, payment for tendered securities and consents will occur promptly after the expiration date Expiration Date The day on which an options or futures contract is no longer valid and, therefore, ceases to exist. Notes: The expiration date for all listed stock options in the U.S. . Holders as of the April 13, 1999 record date who tendered securities and provided their consents for the concurrent consent solicitations Consent Solicitation A solicitation by one party to the stakeholders of a particular security for the consent of a material change. Notes: Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with by Monday, April 26, 1999 will receive the total consideration, which includes an early repurchase re·pur·chase tr.v. re·pur·chased, re·pur·chas·ing, re·pur·chas·es To buy (something) again. n. The act of buying something that one previously sold or owned. Noun 1. premium (see attached) plus accrued and unpaid interest. Holders as of the April 13, 1999 record date who provided their consents on or before April 26, 1999 without tendering their securities will only be entitled en·ti·tle tr.v. en·ti·tled, en·ti·tling, en·ti·tles 1. To give a name or title to. 2. To furnish with a right or claim to something: to a consent payment (see attached). Holders tendering after April 26, 1999 but before the expiration EXPIRATION. Cessation; end. As, the expiration of, a lease, of a contract, or statute. 2. In general, the expiration of a contract puts an end to all the engagements of the parties, except to those which arise from the non- fulfillment of obligations created of the offers will receive only the purchase price (see attached) plus accrued and unpaid interest. Full details of the terms and conditions of the offers, including the pricing formula, are included in the company's Offer to Purchase and Consent Solicitation Statement for the debt securities dated April 13, 1999. In the event that any conditions of a tender offer are not met, RJR Nabisco is under no obligation to accept tendered securities for payment. Merrill Lynch Merrill Lynch & Co., Inc. (NYSE: MER TYO: 8675 ), through its subsidiaries and affiliates, provides capital markets services, investment banking and advisory services, wealth management, asset management, insurance, banking and related products and services on a global basis. & Co. (888-654-8637) and Morgan Stanley
Barclays Capital is led by CEO Robert (Bob) Diamond, an American who had been vice-chairman of Credit Suisse First . Holders who have any questions should contact the joint dealer managers at the telephone numbers above or MacKenzie Partners, Inc., the Information Agent, at (800-322-2885). This press release is neither an offer to purchase the securities, nor a solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of consents. The tender offers and consent solicitations are made only pursuant to the offering documents. -0-
RJR NABISCO
Debt Tender Offers and Consent Solicitations
The following table sets forth for each debt issue its title and
maturity date, the tender offer yield, total consideration, consent
payment, purchase price, and accrued and unpaid interest offered to
its holders:
Title Maturity Reference UST Tender
of Security Yield Spread
Securities (bps)
8.00% Notes due 2000 15-Jan-00 6.375 4.948% T + 50bp
----------------------------------------------------------------------
7.625% Medium Term Notes
due 2000 1-Sep-00 5.125 5.068% T + 60bp
----------------------------------------------------------------------
8.00% Notes due 2001 15-Jul-01 6.625 5.184% T + 70bp
----------------------------------------------------------------------
7.375% Medium Term Notes
due 2001 1-Aug-01 6.5 5.209% T + 70bp
----------------------------------------------------------------------
7.63% Medium Term Notes
due 2001 13-Aug-01 6.5 5.209% T + 70bp
----------------------------------------------------------------------
6.80% Medium Term Notes
due 2001 1-Sep-01 6.5 5.209% T + 70bp
----------------------------------------------------------------------
8 5/8% Notes due 2002 1-Dec-02 5.625 5.350% T + 80bp
----------------------------------------------------------------------
7 5/8% Notes due 2003 15-Sep-03 5.25 5.364% T + 85bp
----------------------------------------------------------------------
8.75% Senior Notes
due 2004 15-Apr-04 7.25 5.397% T + 90bp
----------------------------------------------------------------------
8.25% Notes due 2004 1-Jul-04 7.25 5.419% T + 95bp
----------------------------------------------------------------------
8.75% Senior Notes
due 2005 15-Aug-05 6.5 5.486% T +110bp
----------------------------------------------------------------------
8.50% Notes due 2007 1-Jul-07 4.75 5.503% T +135bp
----------------------------------------------------------------------
8.75% Notes due 2007 15-Jul-07 4.75 5.503% T +135bp
----------------------------------------------------------------------
9.25% Debentures
due 2013 15-Aug-13 5.25 5.885% T +150bp
----------------------------------------------------------------------
Title Total Early Purchase Accrued Consent
of Consideration Repurchase Price and Payment
Securities Premium Unpaid
Interest
($ per ($ per ($ per ($ per
Note) Note) Note) Note)
8.00% Notes due 2000 $1,016.17 $2.00 $1,014.17 $27.33 $2.00
----------------------------------------------------------------------
7.625% Medium Term Notes
due 2000 $1,023.82 $3.00 $1,020.82 $16.31 $3.00
----------------------------------------------------------------------
8.00% Notes due 2001 $1,042.18 $5.00 $1,037.18 $27.33 $5.00
----------------------------------------------------------------------
7.375% Medium Term Notes
due 2001 $1,029.74 $5.00 $1,024.74 $21.92 $5.00
----------------------------------------------------------------------
7.63% Medium Term Notes
due 2001 $1,035.46 $5.00 $1,030.46 $22.68 $5.00
----------------------------------------------------------------------
6.80% Medium Term Notes
due 2001 $1,018.67 $5.00 $1,013.67 $14.54 $5.00
----------------------------------------------------------------------
8 5/8% Notes due 2002 $1,077.55 $7.00 $1,070.55 $40.01 $7.00
----------------------------------------------------------------------
7 5/8% Notes due 2003 $1,052.67 $9.00 $1,043.67 $13.34 $9.00
----------------------------------------------------------------------
8.75% Senior Notes
due 2004 $1,102.10 $10.00 $1,092.10 $8.02 $10.00
----------------------------------------------------------------------
8.25% Notes due 2004 $1,080.97 $10.00 $1,070.97 $31.40 $10.00
----------------------------------------------------------------------
8.75% Senior Notes
due 2005 $1,109.13 $12.00 $1,097.13 $22.60 $12.00
----------------------------------------------------------------------
8.50% Notes due 2007 $1,101.14 $14.00 $1,087.14 $32.35 $14.00
----------------------------------------------------------------------
8.75% Notes due 2007 $1,116.90 $14.00 $1,102.90 $29.90 $14.00
----------------------------------------------------------------------
9.25% Debentures
due 2013 $1,162.42 $19.00 $1,143.42 $23.90 $19.00
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