Yum! Brands will pay $1,068.10 for each $1,000 principal amount of the Notes purchased in the tender offer (which includes the early tender payment of $40 per $1,000 principal amount of the Notes), plus accrued and unpaid interest from the last interest payment date to, but not including, the settlement date. The purchase price was determined as described in the Offer to Purchase based on the present value of future payments on the Notes discounted to the settlement date at a rate equal to the sum of the yield to maturity for the reference security, calculated by the dealer managers based on the bid-side price at 2 p.m., New York City time, on May 26, 2009, plus the fixed spread, minus accrued and unpaid interest from the last interest payment date to, but not including, the settlement date. The applicable reference security was the 1.750 percent U.S. Treasury Note due March 31, 2014, and the fixed spread was 305 basis points.
The tender offer is scheduled to expire at 11:59 p.m., New York City time, on May 28, 2009, unless extended (the “Expiration Time”). The purchase price for the Notes tendered and accepted for purchase pursuant to the tender offer is payable only to holders who validly tender and do not validly withdraw their Notes at or prior to the Expiration Time. Subject to the terms and conditions of the tender offer, Yum! Brands expects to pay for Notes that have been validly tendered and not validly withdrawn on the business day after the Expiration Time. Payment for the Notes on such date would include $31.66 per $1,000 principal amount of the Notes for accrued and unpaid interest.
Except in limited circumstances set forth in the Offer to Purchase, withdrawal rights for the tender offer expired as of 5 p.m., New York City time, on May 13, 2009. The tender offer is subject to certain customary conditions, but is not conditioned upon any minimum principal amount of Notes being tendered.
Yum! Brands has retained Goldman, Sachs & Co. and J.P. Morgan Securities Inc. to serve as the dealer managers for the tender offer, Continental Stock Transfer & Trust Company to serve as the depositary for the tender offer and Okapi Partners LLC to serve as the information agent for the tender offer.
This announcement is neither an offer to purchase nor a solicitation of an offer to sell the Notes or any other securities. The tender offer is made only by and pursuant to the terms of the Offer to Purchase and the related Letter of Transmittal. The tender offer is not being made to holders in any jurisdiction in which the making or acceptance thereof would be unlawful. None of Yum! Brands, the dealer managers, the depositary or the information agent makes any recommendation as to whether holders should tender their Notes in response to the tender offer. Holders must make their own decisions as to whether to tender Notes and, if so, the principal amount of Notes to tender.