Exhibit 4
[FORM OF REGISTERED GLOBAL
SECURITY]
THIS SECURITY IS A GLOBAL SECURITY
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE
“DEPOSITARY”) OR A NOMINEE OF THE DEPOSITARY. THIS
SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A
PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS
SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY
OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY
OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY) MAY BE MADE EXCEPT IN
LIMITED CIRCUMSTANCES.
UNLESS THIS GLOBAL SECURITY IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE
COMPANY (AS DEFINED HEREIN) OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND
ANY PAYMENT THEREON IS MADE TO CEDE & CO., OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
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REGISTERED
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REGISTERED
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Number
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U.S.$[ —
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FORTUNE BRANDS, INC.
6.375% Notes due 2014
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CUSIP 349631 AP6
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FORTUNE BRANDS, INC., a corporation
duly organized and existing under the laws of the State of Delaware
(herein referred to as the “Company”), for value
received, hereby promises to pay to CEDE & CO. or
registered assigns, the principal sum of [ —
] DOLLARS on June 15, 2014, and
to pay interest, semiannually on June 15 and December 15
of each year commencing December 15, 2009, on said principal
sum at the rate of 6.375% per annum, subject to the adjustment
as provided below in this Security, from the June 15 or
December 15, as the case may be, next preceding the date of
this Security to which interest has been paid, unless the
date
hereof is a date to which interest has been
paid, in which case from the date of this Security, or unless no
interest has been paid on the Securities, in which case from
June 12, 2009, until payment of said principal sum has been
made or duly provided for. Notwithstanding the foregoing, if the
date hereof is after a June 1 or December 1, as the case
may be, and before the following June 15 or December 15,
this Security shall bear interest from such June 15 or
December 15; provided, however, that if the Company shall
default in the payment of interest due on such June 15 or
December 15 then this Security shall bear interest from the
next preceding June 15 or December 15 to which interest
has been paid, or, if no interest has been paid on the Securities,
from June 12, 2009. The interest so payable on any
June 15 or December 15 will, subject to certain
exceptions provided in the Indenture (the “Indenture”)
dated as of April 15, 1999, between the Company and The Bank
of New York Mellon (formerly The Chase Manhattan Bank), as Trustee
(the “Trustee,” which term includes any successor
trustee under the Indenture with respect to the Securities of this
series), be paid to the Person in whose name this Security (or one
or more Predecessor Securities) is registered at the close of
business on the June 1 or December 1, as the case may be,
next preceding such June 15 or December 15. The principal
of (and premium, if any) and interest on this Security are payable
at the office or agency of the Company in the Borough of Manhattan,
The City of New York, in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of
public and private debts; provided that interest may be paid, at
the option of the Company, by check mailed to the Person entitled
thereto at its address on the Security Register. Any interest not
punctually paid or duly provided for shall be payable as provided
in said Indenture.
This Security is one of a duly
authorized issue of Securities of the Company designated as its
6.375% Notes due 2014 (Securities of such series being hereinafter
called the “Securities”), initially issued in an
aggregate principal amount of $500,000,000 (but subject to
additional issuances from time to time), issued and to be issued
under the Indenture, to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, obligations, duties
and immunities thereunder of the Company, the Trustee and the
Holders of the Securities, and the terms upon which the Securities
are, and are to be, authenticated and delivered.
Except as otherwise provided in the
Indenture, this Security will be issued in global form only
registered in the name of the Depositary or its nominee. This
Security will not be issued in definitive form, except as otherwise
provided in the Indenture, and ownership of this Security shall be
maintained in book-entry form by the Depositary for the accounts of
participating organizations of the Depositary.
No reference herein to the Indenture
and no provision of this Security or of the Indenture shall alter
or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of (and premium, if any) and
interest on this Security at the times, place and rate, and in the
coin and currency, herein prescribed.
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Optional Redemption
The Securities will be redeemable in
whole at any time or in part from time to time, at the
Company’s option, at a redemption price equal to the greater
of (i) 100% of the principal amount of the Securities then
outstanding to be redeemed or (ii) the sum of the present
values of the remaining scheduled payments of principal and
interest on the Securities to be redeemed (not including any
portion of such payments of interest accrued to the date of
redemption) discounted to the date of redemption on a semiannual
basis (assuming a 360-day year consisting of twelve 30-day months)
at the applicable Treasury Rate plus 50 basis points, plus, in each
case, accrued and unpaid interest on the principal amount being
redeemed to the redemption date.
The Company will mail a notice of
redemption to each Holder of Securities to be redeemed by
first-class mail at least 30 and not more than 60 days prior to the
date fixed for redemption. Unless the Company defaults on the
payment of the redemption price, interest will cease to accrue on
the Securities or portions thereof called for redemption on the
redemption date. If fewer than all of the Securities are to be
redeemed, the Trustee will select, not more than 60 days prior to
the redemption date, the particular Securities or portions thereof
for redemption from the Outstanding Securities not previously
called by such method as the Trustee deems fair and
appropriate.
“Comparable Treasury
Issue” means the U.S. Treasury security selected by an
Independent Investment Banker as having a maturity comparable to
the remaining term (“remaining life”) of the Securities
to be redeemed that would be utilized, at the time of selection and
in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the
remaining term of the Securities.
“Comparable Treasury
Price” means (1) the average of five Reference Treasury
Dealer Quotations for such redemption date, after excluding the
highest and lowest Reference Treasury Dealer Quotations, or
(2) if the Independent Investment Banker obtains fewer than
four such Reference Treasury Dealer Quotations, the average of all
such quotations.
“Independent Investment
Banker” means either Barclays Capital Inc., Credit Suisse
Securities (USA) LLC, J.P. Morgan Securities Inc. or RBS Securities
Inc., as specified by the Company, or, if any of these firms are
unwilling or unable to select the Comparable Treasury Issue, an
independent investment banking institution of national standing
appointed by the Company.
“Reference Treasury
Dealer” means (1) Barclays Capital Inc., Credit Suisse
Securities (USA) LLC, J.P. Morgan Securities Inc. and RBS
Securities Inc. and their respective successors, provided, however,
that if any of the foregoing shall cease to be a primary U.S.
government securities dealer in New York City (a “primary
treasury dealer”), the Company will substitute therefor
another primary treasury dealer and (2) any other primary
treasury dealer selected by the Company after consultation with the
Independent Investment Banker.
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“Reference Treasury Dealer
Quotations” means, with respect to each Reference Treasury
Dealer and any redemption date, the average, as determined by the
Independent Investment Banker, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Independent
Investment Banker at 5:00 p.m., New York City time, on the third
business day preceding such redemption date.
“Treasury Rate” means,
with respect to any redemption date: (i) the yield, under the
heading which represents the average for the immediately preceding
week, appearing in the most recently published statistical release
designated “H.15(519)” or any successor publication
which is published weekly by the Board of Governors of the Federal
Reserve System and which establishes yields on actively traded U.S.
Treasury securities adjusted to constant maturity under the caption
“Treasury Constant Maturities,” for the maturity
corresponding to the Comparable Treasury Issue (if no maturity is
within three months before or after the remaining life (as defined
below), yields for the two published maturities most closely
corresponding to the Comparable Treasury Issue will be determined
and the Treasury Rate will be interpolated or extrapolated from
such yields on a straight line basis, rounding to the nearest
month) or (ii) if such release (or any successor release) is
not published during the week preceding the calculation date or
does not contain such yields, the rate per annum equal to the
semiannual equivalent yield to maturity of the Comparable Treasury
Issue, calculated using a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date.
The Treasury Rate will be calculated
by the Independent Investment Banker on the third business day
preceding the date fixed for redemption.
Change of Control Triggering
Event
If a Change of Control Triggering
Event occurs with respect to the Securities, unless the Company has
exercised its option to redeem the Securities as described above,
the Company will be required to make an offer (a “Change of
Control Offer”) to each holder of the Securities with respect
to which a Change of Control Triggering Event has occurred to
repurchase all or any part (equal to $2,000 or any multiple of
$1,000 in excess thereof) of that holder’s Securities on the
terms set forth herein. In a Change of Control Offer, the Company
will be required to offer payment in cash equal to 101% of the
aggregate principal amount of Securities repurchased, plus accrued
and unpaid interest, if any, on the Securities repurchased to the
date of repurchase (a “Change of Control
Payment”).
Within 30 days following any Change
of Control Triggering Event or, at the Company’s option,
prior to any Change of Control, but after public announcement of
the transaction that constitutes or may constitute the Change of
Control, a notice will be mailed to holders of the Securities
describing the transaction that constitutes or may constitute the
Change of Control Triggering Event and offering to repurchase the
Securities on the date specified in the applicable notice, which
date will be no earlier than 30 days and no later than 60 days from
the date such notice is mailed (a “Change of Control Payment
Date”). The notice will, if mailed
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prior to the date of consummation of the Change
of Control, state that the Change of Control Offer is conditioned
on the Change of Control Triggering Event occurring on or prior to
the applicable Change of Control Payment Date.
Upon the Change of Control Payment
Date, the Company will, to the extent lawful:
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accept for payment all Securities
or portions of Securities properly tendered and not withdrawn
pursuant to the applicable Change of Control Offer;
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deposit with the paying agent an
amount equal to the Change of Control Payment in respect of all
Securities or portions of Securities properly tendered;
and
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deliver or cause to be delivered
to the trustee the Securities properly accepted together with an
officers’ certificate stating the aggregate principal amount
of Securities or portions of Securities being
repurchased.
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The Company will not be required to
make a Change of Control Offer upon the occurrence of a Change of
Control Triggering Event if a third party makes such an offer in
the manner, at the times and otherwise in compliance with the
requirements for an offer made by the Company and the third party
repurchases all Securities properly tendered and not withdrawn
under its offer. In addition, the Company will not repurchase any
Securities if there has occurred and is co