Newell Brands Inc. (NASDAQ: NWL) (the “Company” or “Newell
Brands”) announced today that it has commenced debt tender offers
to purchase for cash (i) any and all of the Company’s outstanding
securities listed in Table I below (the “Any and All Notes”) (such
offer, the “Any and All Offer”), and (ii) up to the Maximum
Waterfall Tender Amount (as defined below) in aggregate principal
amount of the Company’s outstanding securities listed in Table II
below (collectively, the “Waterfall Notes” and, together with the
Any and All Notes, the “Securities”), subject to the Acceptance
Priority Levels as defined below (such offer, the “Waterfall Offer”
and, together with the Any and All Offer, the “Offers”). The
“Maximum Waterfall Tender Amount” is an aggregate principal amount
equal to $700 million less the aggregate principal amount of the
Any and All Notes validly tendered and accepted for purchase in the
Any and All Offer. The Offers are intended to allow the Company to
reduce the amount and cost of the Company’s outstanding
indebtedness. The Company expects to fund the Offers with available
cash on hand.
Table
I
Securities Subject to the Any And All
Offer
Title of Security(1)
Principal Amount
Outstanding
CUSIP/ISIN
Reference U.S. Treasury
Security
Bloomberg Reference
Page/Screen
Fixed Spread
(basis points)
3.900% Notes due 2025
$91,088,000
CUSIP: 651229 AS5
ISIN: US651229AS52
1.75% due 7/31/2024
FIT1
185
4.000% Notes due 2024
$500,000,000
CUSIP: 651229 AQ9
ISIN: US651229AQ96
1.75% due 7/31/2024
FIT1
165
________________ (1) The Total Consideration will be determined
taking into account the par call date, if applicable, for such
series of Securities. In addition, holders whose Securities are
accepted will also receive accrued interest on such Securities.
Table
II
Securities Subject to the Waterfall Offer
Title of Security(1)
Principal Amount
Outstanding
CUSIP/ISIN
Acceptance Priority
Level
Early Tender
Premium(2)
Reference U.S. Treasury
Security
Bloomberg Reference
Page/Screen
Fixed Spread
(basis points)
3.850% Notes due 2023
$1,750,000,000
CUSIP: 651229 AV8
ISIN: US651229AV81
1
$50
1.75% due 7/31/2024
FIT1
130
4.000% Notes due 2022
$250,000,000
CUSIP: 651229 AM8
ISIN: US651229AM82
2
$50
1.50% due 8/15/2022
FIT1
120
4.200% Notes due 2026
$2,000,000,000
CUSIP: 651229 AW6
ISIN: US651229AW64
3
$50
1.625% due 8/15/2029
FIT1
185
________________ (1) The Total Consideration will be determined
taking into account the par call date, if applicable, for such
series of Securities. In addition, holders whose Securities are
accepted will also receive accrued interest on such Securities. (2)
The Total Consideration payable for each $1,000 principal amount of
Waterfall Notes validly tendered at or prior to the Waterfall Early
Tender Deadline and accepted for purchase by us includes the
applicable Early Tender Premium.
Subject to the Maximum Waterfall Tender Amount, the amounts of
each series of Waterfall Notes that are purchased in the Waterfall
Offer will be determined in accordance with the acceptance priority
levels specified in Table II above (the “Acceptance Priority
Levels”), with 1 being the highest Acceptance Priority Level and 3
being the lowest Acceptance Priority Level.
The Offers are being made pursuant to, and are subject to the
satisfaction or waiver of the terms and conditions set forth in the
Offer to Purchase, dated August 12, 2019 and, in the case of the
Any and All Offer, the Notice of Guaranteed Delivery (as they may
each be amended or supplemented from time to time, the “Offer
Documents”). The Any and All Offer will expire at 5:00 p.m., New
York City time, on August 16, 2019, unless extended or terminated
(the “Any and All Expiration Date”). The Waterfall Offer will
expire at midnight, New York City time, at the end of September 9,
2019, unless extended or terminated (the “Waterfall Expiration
Date”). Tenders of Any and All Notes may be properly withdrawn at
any time at or prior to the Any and All Expiration Date. Tenders of
Waterfall Notes may be properly withdrawn at any time at or prior
to 5:00 p.m., New York City time, on August 23, 2019. Tenders of
Securities may not be properly withdrawn after the applicable
withdrawal deadline, except where additional withdrawal rights are
required by law.
Holders of Any and All Notes that are validly tendered and not
properly withdrawn at or prior to the Any and All Expiration Date
and accepted for purchase will receive the applicable Total
Consideration. There is no early tender premium applicable to
the Any and All Offer. Payment for Any and All Notes that are
validly tendered and not properly withdrawn at or prior to the Any
and All Expiration Date and accepted for purchase will be made as
soon as reasonably practicable following the Any and All Expiration
Date (such date, the “Any and All Settlement Date”). The Company
expects that the Any and All Settlement Date will be on or about
August 19, 2019, the first business day after the Any and All
Expiration Date.
Holders of Waterfall Notes that are validly tendered and not
properly withdrawn at or prior to 5:00 p.m., New York City time, on
August 23, 2019 (unless extended, the “Waterfall Early Tender
Deadline”) and accepted for purchase will receive the applicable
Total Consideration, which includes the applicable early tender
premium specified in Table II above (the “Early Tender Premium”).
Payment for Waterfall Notes that are validly tendered and not
properly withdrawn at or prior to the Waterfall Early Tender
Deadline and accepted for purchase will be made as soon as
reasonably practicable following the Waterfall Early Tender
Deadline (such date, the “Waterfall Early Settlement Date”). The
Company expects that the Waterfall Early Settlement Date will be on
or about August 27, 2019, the first business day after the
Waterfall Price Determination Date (as defined below). Holders of
Waterfall Notes who validly tender their Waterfall Notes following
the Waterfall Early Tender Deadline and at or prior to the
Waterfall Expiration Date will only receive the applicable “Tender
Offer Consideration” for such Waterfall Notes accepted for
purchase, which is equal to the applicable Total Consideration
minus the applicable Early Tender Premium. There are no
guaranteed delivery provisions in connection with the Waterfall
Offer.
The prices to be paid for each series of Any and All Notes
subject to the Any and All Offer and accepted for purchase will be
determined at 10:00 a.m., New York City time, on August 16, 2019
(such date, as it may be extended, the “Any and All Price
Determination Date”). The prices to be paid for each series of
Waterfall Notes subject to the Waterfall Offer and accepted for
purchase will be determined at 10:00 a.m., New York City time, on
August 26, 2019, the first business day following the Waterfall
Early Tender Deadline (such date, as it may be extended, the
“Waterfall Price Determination Date”).
Promptly after the Any and All Expiration Date, the Company will
issue a press release specifying, among other things, the
applicable Total Consideration for the Any and All Notes and the
aggregate principal amount of Any and All Notes validly tendered at
or prior to the Any and All Expiration Date and accepted for
purchase. Promptly after the Waterfall Price Determination Date,
the Company will also issue a press release specifying, among other
things, the applicable Total Consideration for each series of
Waterfall Notes and the aggregate principal amount of each series
of Waterfall Notes validly tendered at or prior to the Waterfall
Early Tender Deadline and accepted for purchase.
Payments for Securities purchased will include accrued and
unpaid interest from and including the last interest payment date
applicable to the relevant series of Securities up to, but not
including, the applicable settlement date for such Securities
accepted for purchase, provided that accrued interest will cease to
accrue on the Any and All Settlement Date for all Any and All Notes
accepted in the Any and All Offer, including those tendered
pursuant to guaranteed delivery procedures.
If the Waterfall Offer is not fully subscribed as of the
Waterfall Early Tender Deadline, subject to the Maximum Waterfall
Tender Amount, Waterfall Notes validly tendered and not properly
withdrawn at or prior to the Waterfall Early Tender Deadline will
be accepted for purchase in priority to other Waterfall Notes
tendered following the Waterfall Early Tender Deadline, even if
such Waterfall Notes tendered following the Waterfall Early Tender
Deadline have a higher Acceptance Priority Level than Waterfall
Notes tendered at or prior to the Waterfall Early Tender
Deadline.
Waterfall Notes of a series may be subject to proration if the
aggregate principal amount of the Waterfall Notes of such series
validly tendered and not properly withdrawn would cause the Maximum
Waterfall Tender Amount to be exceeded. Furthermore, if the
Waterfall Offer is fully subscribed as of the Waterfall Early
Tender Deadline, holders who validly tender Waterfall Notes
following the Waterfall Early Tender Deadline will not have any of
their Waterfall Notes accepted for purchase.
Newell Brands’ obligation to accept for payment and to pay for
the Securities validly tendered in the Offers is subject to the
satisfaction or waiver of the conditions described in the Offer to
Purchase.
Barclays Capital Inc. and RBC Capital Markets, LLC are serving
as the Lead Dealer Managers, and HSBC Securities (USA) Inc. is
serving as Co-Dealer Manager, in connection with the Offers. The
information agent and tender agent is Global Bondholder Services
Corporation. The full details of the Offers, including complete
instructions on how to tender Securities, are included in the Offer
Documents. Holders are strongly encouraged to read carefully the
applicable Offer Documents, including materials incorporated by
reference therein, because they will contain important information.
Copies of the Offer Documents are available at
https://www.gbsc-usa.com/newellbrands/ and requests for copies may
also be directed to the information agent at (212) 430-3774 (banks
and brokers) or (866) 807-2200 (all others). Questions regarding
the Offers should be directed to Barclays Capital Inc., Liability
Management Group, at (212) 528-7581 (collect) or (800) 438-3242
(toll free) or RBC Capital Markets, LLC, Liability Management
Group, at (212) 618-7843 (collect) or (877) 381-2099 (toll
free).
None of the Company or its affiliates, their respective boards
of directors, the dealer managers, the information agent and tender
agent or the trustee with respect to any Securities is making any
recommendation as to whether holders should tender any Securities
in response to the Offers, and neither the Company nor any such
other person has authorized any person to make any such
recommendation. Holders must make their own decision as to whether
to tender any of their Securities, and, if so, the principal amount
of Securities to tender.
This news release shall not constitute an offer to sell, a
solicitation to buy or an offer to purchase or sell any securities.
The Offers are being made only pursuant to the Offer to Purchase
and only in such jurisdictions as is permitted under applicable
law.
About Newell Brands
Newell Brands (NASDAQ: NWL) is a leading global consumer goods
company with a strong portfolio of well-known brands, including
Paper Mate®, Sharpie®, Dymo®, EXPO®, Parker®, Elmer’s®, Coleman®,
Marmot®, Oster®, Sunbeam®, FoodSaver®, Mr. Coffee®, Rubbermaid
Commercial Products®, Graco®, Baby Jogger®, NUK®, Calphalon®,
Rubbermaid®, Contigo®, First Alert® and Yankee Candle®. For
hundreds of millions of consumers, Newell Brands makes life better
every day, where they live, learn, work and play.
This press release and additional information about Newell
Brands are available on the company’s website,
www.newellbrands.com.
Cautionary Note Regarding
Forward-Looking Statements
This press release contains statements that constitute
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995 and other federal
securities laws. These “forward-looking statements” are statements
other than statements of historical fact and may include, among
other things, statements in relation to the Company’s current
expectations and beliefs as to its ability to consummate the
Offers, including the timing, size, pricing or other terms of the
Offers, and other future events. All information set forth in this
release is as of the date hereof. The Company does not intend, and
undertakes no duty, to update this information to reflect future
events or circumstances. Actual results are subject to a number of
risks and uncertainties and may differ materially from the current
expectations and beliefs discussed in this press release. Certain
potential factors, risks and uncertainties that could affect the
Company’s business and financial results and cause actual results
to differ materially from those expressed or implied in any
forward-looking statements include the Company’s ability to
complete the Offers and satisfy the conditions thereto, and other
potential factors, risks and uncertainties under the captions “Risk
Factors” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations,” in its Annual Report on Form
10-K for the year ended December 31, 2018 and its Quarterly Report
on Form 10-Q for the quarterly period ended June 30, 2019, which
are on file with the Securities and Exchange Commission (“SEC”) and
available at the SEC’s website at www.sec.gov.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190812005296/en/
Investors: Nancy O’Donnell SVP, Investor Relations and
Communications +1 (201) 610-6857 nancy.odonnell@newellco.com
Media: Claire-Aude Staraci Director, External
Communications +1 (201) 610-6717
claireaude.staraci@newellco.com
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