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.
The Notice of Redemption will be mailed to record holders of $2.67 Convertible Preferred Stock on or about August 22, 2012. Wells Fargo Bank, N.A. will act as the redemption and paying agent. Questions regarding the Notice of Redemption and related materials should be directed to Wells Fargo at (800) 468-9716.About Beam Inc. As one of the world’s leading premium spirits companies, Beam is Crafting the Spirits that Stir the World. Consumers from all corners of the globe call for the company’s brands, including Jim Beam Bourbon, Maker's Mark Bourbon, Sauza Tequila, Pinnacle Vodka, Canadian Club Whisky, Courvoisier Cognac, Teacher's Scotch Whisky, Cruzan Rum, Hornitos Tequila, Knob Creek Bourbon, Laphroaig Scotch Whisky, Kilbeggan Irish Whiskey, EFFEN Vodka, Pucker Flavored Vodka, Larios Gin, Whisky DYC, DeKuyper Cordials, and Skinnygirl Cocktails. Beam is focused on delivering superior performance with its unique combination of scale with agility and a strategy of Creating Famous Brands, Building Winning Markets and Fueling Our Growth. Beam and its 3,200 passionate associates worldwide generated 2011 sales of $2.8 billion, volume of 34 million 9-liter cases and some of the industry’s fastest growing innovations. Headquartered in Deerfield, Illinois, Beam is traded on the New York Stock Exchange under the ticker symbol BEAM and is included in the S&P 500 Index and the MSCI World Index. For more information on Beam, its brands, and its commitment to social responsibility, please visit www.beamglobal.com and www.drinksmart.com. Forward-Looking Statements This press release contains forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995. Readers are cautioned that these forward-looking statements speak only as of the date hereof, and the company does not assume any obligation to update, amend or clarify them to reflect events, new information or circumstances occurring after the date of this release. Actual results may differ materially from those projected as a result of certain risks and uncertainties, including but not limited to: general economic conditions and credit market instability, particularly in Europe; customer defaults and related bad debt expense; competitive market pressures (including pricing pressures); changes in customer preferences and trends; risks pertaining to strategic acquisitions and joint ventures, particularly financial and integration risks; any possible downgrades of the company's credit ratings; commodity and energy price volatility; risks associated with doing business outside the United States, including currency exchange rate risks; inability to attract and retain qualified personnel; the impact of excise tax increases and customs duties on distilled spirits; the status of the U.S. rum excise tax cover-over program; dependence on performance of distributors and other marketing arrangements; costs of certain employee and retiree benefits and returns on pension assets; tax law changes and/or interpretation of existing tax laws; potential liabilities, costs and uncertainties of litigation; ability to secure and maintain rights to trademarks and trade names; impairment in the carrying value of goodwill or other acquired intangible assets; disruptions at production facilities; risks related to the Home & Security spin-off; and other risks and uncertainties described from time to time in the Company's Securities and Exchange Commission filings.