Newell Brands Inc. (NASDAQ:NWL) (the “Company” or “Newell
Brands”) announced today the pricing terms of its previously
announced tender offer to purchase for cash (such offer, the “Any
and All Offer”) any and all of the Company’s outstanding 3.900%
Notes due 2025 and 4.000% Notes due 2024 (collectively, the “Any
and All Notes”). The Any and All Offer is being made upon and is
subject to the terms and conditions set forth in the Offer to
Purchase, dated August 12, 2019, and the related Notice of
Guaranteed Delivery (as they may each be amended or supplemented
from time to time, the “Offer Documents”).
The applicable Total Consideration (as set forth in the table
below) is payable to holders of the Any and All Notes who validly
tender and do not properly withdraw their Any and All Notes at or
prior to 5:00 p.m., New York City time, on August 16, 2019 (the
“Any and All Expiration Date”) and whose Any and All Notes are
accepted for purchase by the Company. The Reference Yields listed
in the table below were determined at 10:00 a.m., New York City
time, on August 16, 2019 (the “Any and All Price Determination
Date”) by the Lead Dealer Managers for the Any and All Offer.
Payments for Any and All Notes accepted for purchase will also
include accrued and unpaid interest from and including the last
interest payment date applicable to the relevant series of Any and
All Notes up to, but not including, the settlement date for the Any
and All Notes, which is currently expected to be on or about August
19, 2019 (the “Any and All Settlement Date”).
Title of Security
Principal Amount
Outstanding
CUSIP/ISIN
Reference U.S.
Treasury
Security
Bloomberg Reference
Page/Screen
Reference Yield
Fixed Spread (basis
points)
Total Consideration(1)
3.900% Notes due 2025
$91,088,000
CUSIP: 651229 AS5
1.75% due 7/31/2024
FIT1
1.433%
185
$1,033.10
ISIN: US651229AS52
4.000% Notes due 2024
$500,000,000
CUSIP: 651229 AQ9
ISIN: US651229AQ96
1.75% due 7/31/2024
FIT1
1.433%
165
$1,042.45
________________
(1) Payable for each $1,000 principal
amount of Any and All Notes validly tendered at or prior to the Any
and All Expiration Date and accepted for purchase by us. In
addition, holders whose Any and All Notes are accepted will also
receive accrued interest on such Any and All Notes.
Holders intending to utilize the Notice of Guaranteed Delivery
available for tendering Any and All Notes in the Any and All Offer
should refer to the discussion of the guaranteed delivery
procedures contained in the Offer Documents. The Company expects to
accept for purchase, and pay for, all Any and All Notes validly
tendered pursuant to guaranteed delivery procedures, if any, on or
about August 21, 2019. For the avoidance of doubt, accrued interest
will cease to accrue on the Any and All Settlement Date for all Any
and All Notes accepted for purchase in the Any and All Offer,
including those tendered pursuant to the guaranteed delivery
procedures.
The Any and All Offer is scheduled to expire on the Any and All
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, but not thereafter, except where additional withdrawal rights
are required by law. Promptly after the Any and All Expiration
Date, the Company will issue a press release specifying, among
other things, the aggregate principal amount of each series of Any
and All Notes validly tendered at or prior to the Any and All
Expiration Date and expected to be accepted for purchase.
The Company does not currently intend to call for redemption the
Any and All Notes not tendered and accepted for purchase in the Any
and All Offer, if any.
Newell Brands’ obligation to accept for payment and to pay for
the Any and All Notes validly tendered in the Any and All Offer 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 Any and All
Offer. The information agent and tender agent is Global Bondholder
Services Corporation. The full details of the Any and All Offer,
including complete instructions on how to tender Any and All Notes,
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
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 Any and All Offer 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 the Any and All Notes is
making any recommendation as to whether holders should tender in
response to the Any and All Offer, 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 Any and All Notes, and, if so, the principal
amount of Any and All Notes 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 Any and All Offer is 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 tender
offers, including the timing, size, pricing or other terms of the
tender 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 tender 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/20190816005348/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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