The tender offer is scheduled to expire at 11:59 p.m. EST on May 28, 2009, unless extended. 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 Brands expects to pay for Notes that have been validly tendered and not validly withdrawn on the business day after the date on which the tender offer expires.
Holders must tender their Notes by 5 p.m. EST on May 13, 2009, unless extended, to be eligible to receive the total consideration (which includes the early tender payment set forth above). Holders who tender their Notes after such time but prior to the expiration of the tender offer will be eligible to receive the total consideration less the early tender payment. The total consideration will be 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. EST on May 26, 2009, plus the fixed spread referred to above, minus accrued and unpaid interest from the last interest payment date to, but not including, the settlement date.
In addition, payments for Notes purchased pursuant to the tender offer will include accrued and unpaid interest from the last interest payment date to, but not including, the settlement date.
Except in limited circumstances set forth in the Offer to Purchase, withdrawal rights for the tender offer will expire at 5 p.m. EST on May 13, 2009, unless extended. 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. Requests for copies of the Offer to Purchase and related Letter of Transmittal, which contain the full terms and conditions of the tender offer, may be directed to Okapi Partners LLC by telephone at (877) 796-5274 (toll-free) or (212) 297-0720 (collect), or in writing at 780 Third Avenue, 30th Floor, New York, New York 10017. Questions regarding the tender offer may be directed to Goldman, Sachs & Co. at (800) 828-3182 (toll-free) or (212) 902-5183 (collect) or J.P. Morgan Securities Inc. at (866) 834-4666 (toll-free) or (212) 834-3424 (collect).
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.
Yum! Brands, Inc., based in Louisville, Kentucky, is the world’s largest restaurant company in terms of system restaurants, with more than 36,000 restaurants in more than 110 countries and territories. The company is ranked #239 on the Fortune 500 List, with revenues in excess of $11 billion in 2008.
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