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Beam Inc. (NYSE: BEAM) announced today that it will redeem the remaining outstanding shares of its $2.67 Convertible Preferred Stock (NYSE: BEAM PR A) on November 20, 2012.
Since the original issuance of the $2.67 Convertible Preferred Stock in 1979, holders of more than 97% of the shares have elected to convert their shares into common stock. Given the low number of remaining $2.67 convertible preferred shares – just 145,948 out of approximately 5.5 million shares originally issued – the company determined that it is appropriate to eliminate this second class of stock and continue with common stock as its only class of outstanding equity securities. The company expects this action to be earnings neutral.
Under the terms of its certificate of incorporation, Beam is notifying the remaining holders of $2.67 Convertible Preferred Stock of its intention to redeem any outstanding shares that are not converted into common stock by 5:00 p.m. CST on November 15, 2012. Outstanding convertible preferred shares that are not converted by that date will be redeemed at a price of $30.50 per share plus accrued and unpaid dividends of $0.52 per share, for an aggregate redemption price of $31.02 per share.
From and after the redemption date of November 20, 2012, dividends on the $2.67 Convertible Preferred Stock will cease to accrue, such shares will no longer be deemed to be outstanding, and all rights of the holders thereof will cease. The stockholders’ only right will then be to tender the shares for payment of the redemption price.
Opportunity to Convert $2.67 Convertible Preferred Shares Expires November 15
Given the financial benefits of conversion, the company anticipates that a significant percentage of the remaining holders will elect to convert their shares into common stock. The $2.67 Convertible Preferred Stock is convertible into Beam common stock at any time on or before 5:00 p.m. CST on November 15, 2012 (the fifth day next preceding the redemption date) at a conversion ratio of one share of $2.67 Convertible Preferred Stock for 8.411 shares of Beam common stock. Assuming that the market price of Beam common stock on the date of conversion is $58.41 per share (the closing price on August 20, 2012), the holder that converts one share of $2.67 Convertible Preferred Stock would receive shares of Beam common stock (including cash in lieu of a fractional share) with a market value of $491.29 (plus accrued and unpaid preferred dividends) rather than a cash payment of $31.02.