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In connection with the expected closing of the acquisition of Beam Inc. (NYSE: BEAM) by Suntory Holdings Limited (“Suntory”), Beam announced today that it has notified the New York Stock Exchange (the “NYSE”) that the company intends to voluntarily delist Beam’s common stock (the “Common Stock”) and publicly traded debt from the NYSE, as well as terminate the registration of the Common Stock and publicly traded debt under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The publicly traded debt to be delisted and deregistered consists of the company’s 8 5/8% Debentures due 2021 (NYSE: BEAM21) (the “2021 Debentures”) and 7 7/8% Debentures due 2023 (NYSE: BEAM23) (together with the 2021 Debentures, the “Debentures”). To delist the Common Stock and the Debentures, Beam expects to file a Form 25 with the U.S. Securities and Exchange Commission (the “SEC”) on or before May 2, 2014.
As previously announced, Beam’s stockholders have approved the acquisition by Suntory, and regulatory clearances have been received in the United States and the European Union. The transaction remains subject to customary closing conditions, and the companies expect the acquisition will be completed on April 30
th in the United States.
Beam reserves the right to delay the filing of the Form 25 or to withdraw such filing for any reason prior to its effectiveness, including, without limitation, the delay or failure of the closing of the acquisition of Beam by Suntory. If the closing does not occur, Beam would not expect to delist the Common Stock or the Debentures or deregister the Common Stock or the Debentures.
Beam’s decision to withdraw the Common Stock and the Debentures from listing on the NYSE and to terminate registration of the Common Stock and the Debentures under the Exchange Act was based on its determination that, in light of the contemplated acquisition of Beam by Suntory, the administrative costs and burdens associated with maintaining the listing of the Common Stock and the Debentures on the NYSE and the registration of the Common Stock and the Debentures with the SEC exceed the benefits given that Suntory will be the sole shareholder of Beam after the closing of the acquisition and the small number of record holders of each series of the Debentures. After the delisting and deregistration of the Debentures, the holders of each series of the Debentures will continue to deal with and receive their respective principal and interest payments through the trustee under the indenture governing the Debentures. Beam presently plans to provide the relevant rating agencies the financial statements that the ratings agencies require in order to continue providing credit ratings for the Debentures and Beam’s other outstanding debt.