Fortune Brands Innovations, Inc. (NYSE: FBIN or “Fortune Brands”
or the “Company”), an industry-leading home, security and
commercial building products company, today announced that on June
6, 2023, it priced a registered public offering of $600 million in
aggregate principal amount of 5.875% senior unsecured notes
maturing in 2033. The weighted-average interest rate will be
approximately 4.5%, net of interest rate hedges that the Company
put in place in late 2021 in anticipation of the offering.
In advance of the notes offering, the Company received an
upgraded credit rating from Moody’s to Baa2 Stable from Baa3
Positive.
“Fortune Brands Innovations’ solid business model and track
record of sales growth and margin expansion have resulted in
BBB-equivalent credit ratings from all three rating agencies,” said
Fortune Brands Chief Financial Officer David Barry. “The successful
completion of this offering will enable us to continue executing on
our strategy of delivering industry-leading brands, innovation, and
channel management to our consumers and customers while maintaining
an advantaged capital structure.”
The Company intends to use the net proceeds from the notes
offering to pay off its 2023 4.000% senior unsecured notes maturing
in September 2023, pay down any short-term borrowings and for
general corporate purposes. The offering is expected to close on
June 14, 2023, subject to customary closing conditions.
The senior unsecured notes offering is being made pursuant to an
effective shelf registration statement (including a base
prospectus) that the Company has on file with the Securities and
Exchange Commission (“SEC”). The offering may be made only by means
of a prospectus supplement and the base prospectus. Electronic
copies of the preliminary prospectus supplement, the accompanying
prospectus and the final prospectus supplement, when available, can
be obtained for free by visiting EDGAR on the SEC website at
www.sec.gov. Copies of these documents can also be obtained by
contacting BofA Securities, Inc. toll-free at 1-800-294-1322 or
emailing dg.prospectus_requests@bofa.com, contacting Citigroup
Global Markets Inc. toll-free at 1-800-831-9146 or contacting J.P.
Morgan Securities LLC at 1-866-803-9204. This press release shall
not constitute an offer to sell or the solicitation of an offer to
buy the notes described herein or any other securities, nor shall
there be any sale of these notes in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful.
About Fortune Brands
Innovations
Fortune Brands Innovations, Inc. (NYSE: FBIN), headquartered in
Deerfield, Ill., is a brand, innovation and channel leader focused
on exciting, supercharged categories in the home products, security
and commercial building markets. The Company’s growing portfolio of
brands includes Moen, House of Rohl, Aqualisa, Therma-Tru, Larson,
Fiberon, Master Lock and SentrySafe. To learn more about FBIN, its
brands and environmental, social and governance (ESG) commitments,
visit www.FBIN.com.
CAUTIONARY STATEMENT CONCERNING
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements that are
made pursuant to the safe harbor provisions of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Forward-looking statements include all statements that are not
historical statements of fact and those regarding our intent,
belief or expectations for our business, operations, financial
performance or financial condition in addition to statements
regarding our general business strategies, the market potential of
our brands, trends in the housing market, the potential impact of
costs, including material and labor costs, the potential impact of
inflation, expected capital spending, expected pension
contributions, the expected impact of acquisitions, dispositions
and other strategic transactions including the expected benefits
and costs of the separation (the “Separation”) of MasterBrand, Inc.
(“MasterBrand”) and the tax-free nature of the Separation, the
anticipated impact of recently issued accounting standards on our
financial statements, and other matters that are not historical in
nature. Statements preceded by, followed by or that otherwise
include the words “believes,” “expects,” “anticipates,” “intends,”
“projects,” “estimates,” “plans,” “outlook,” “positioned” and
similar expressions or future or conditional verbs such as “will,”
“should,” “would,” “may” and “could” are generally forward-looking
in nature and not historical facts. Where, in any forward-looking
statement, we express an expectation or belief as to future results
or events, such expectation or belief is based on current
expectations, estimates, assumptions and projections of our
management about our industry, business and future financial
results, available at the time this press release is issued.
Although we believe that these statements are based on reasonable
assumptions, they are subject to numerous factors, risks and
uncertainties that could cause actual outcomes and results to be
materially different from those indicated in such statements,
including but not limited to: (i) our reliance on the North
American and Chinese home improvement, repair and remodel and new
home construction activity levels, (ii) the housing market,
downward changes in the general economy, unfavorable interest rates
or other business conditions, (iii) the competitive nature of
consumer and trade brand businesses, (iv) our ability to execute on
our strategic plans and the effectiveness of our strategies in the
face of business competition, (v) our reliance on key customers and
suppliers, including wholesale distributors and dealers and
retailers, (vi) risks associated with our ability to improve
organizational productivity and global supply chain efficiency and
flexibility, (vii) risks associated with global commodity and
energy availability and price volatility, as well as the
possibility of sustained inflation, (viii) delays or outages in our
information technology systems or computer networks, (ix) risks
associated with doing business globally, including changes in
trade-related tariffs and risks with uncertain trade environments,
(x) risks associated with the disruption of operations, (xi) our
inability to obtain raw materials and finished goods in a timely
and cost-effective manner, (xii) risks associated with entering
into potential strategic acquisitions and joint ventures and
related integration activities, (xiii) impairments in the carrying
value of goodwill or other acquired intangible assets, (xiv) risk
of increases in our defined benefit-related costs and funding
requirements, (xv) the uncertainties relating to the impact of
COVID-19 on the Company’s business, financial performance and
operating results, (xvi) our ability to attract and retain
qualified personnel and other labor constraints, (xvii) the effect
of climate change and the impact of related changes in government
regulations and consumer preferences, (xviii) risks associated with
environmental, social and governance matters, (xix) changes in
government and industry regulatory standards, (xx) future tax law
changes or the interpretation of existing tax laws, (xxi) our
ability to secure and protect our intellectual property rights,
(xxii) potential liabilities and costs from claims and litigation,
(xxiii) our ability to achieve the expected benefits of the
Separation of MasterBrand, (xxiv) the risk that we may be required
to indemnify MasterBrand in connection with the Separation or that
MasterBrand’s indemnities to us may not be sufficient to hold us
harmless for the full amount of liabilities for which MasterBrand
has been allocated responsibility and (xxv) the potential that the
Separation fails to qualify as tax-free for U.S. federal income tax
purposes. These and other factors are discussed in Part I, Item 1A
“Risk Factors” of our Annual Report on Form 10-K for the year ended
December 31, 2022 and the prospectus and prospectus supplement for
this offering. We undertake no obligation to, and expressly
disclaim any such obligation to, update or clarify any
forward-looking statements to reflect changed assumptions, the
occurrence of anticipated or unanticipated events, new information
or changes to future results over time or otherwise, except as
required by law.
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