Newell Brands Inc. (NASDAQ:NWL) (the “Company” or “Newell
Brands”) announced today that its previously announced tender offer
to purchase for cash (the “Any and All Offer”) any and all of the
Company’s outstanding 3.900% Notes due 2025 (the “2025 Notes”) and
4.000% Notes due 2024 (the “2024 Notes” and, together with the 2025
Notes, the “Any and All Notes”) expired at 5:00 p.m., New York City
time, on August 16, 2019 (the “Any and All Expiration Date”).
According to information provided by Global Bondholder Services
Corporation, the information agent and tender agent for the Any and
All Offer, $43,894,000 aggregate principal amount of 2025 Notes and
$299,292,000 aggregate principal amount of 2024 Notes were validly
tendered and not properly withdrawn at or prior to the Any and All
Expiration Date. In addition, $862,000 aggregate principal amount
of 2024 Notes remain subject to guaranteed delivery procedures, for
which delivery of such notes must be made at or prior to 5:00 p.m.,
New York City time, on August 20, 2019 (the “Any and All Guaranteed
Delivery Deadline”). The Any and All Offer was made pursuant to and
subject to the terms and conditions set forth in the Offer to
Purchase, dated August 12, 2019, and the related Notice of
Guaranteed Delivery (collectively, the “Offer Documents”).
The following table sets forth certain information regarding the
Any and All Offer, including the aggregate principal amount of each
series of Any and All Notes that the Company expects to accept for
purchase and the applicable Total Consideration. The withdrawal
deadline with respect to the Any and All Offer of 5:00 p.m., New
York City time, on August 16, 2019 has passed, and accordingly, Any
and All Notes validly tendered in the Any and All Offer may no
longer be withdrawn except where additional withdrawal rights are
required by law.
Title of Security
Principal Amount
Outstanding
CUSIP/ISIN
Principal Amount Expected to
be Accepted
Reference U.S. Treasury
Security
Reference Yield
Fixed Spread (basis
points)
Total Consideration(1)
3.900% Notes due 2025
$91,088,000
CUSIP: 651229 AS5 ISIN:
US651229AS52
$43,894,000
1.75% due 7/31/2024
1.433%
185
$1,033.10
4.000% Notes due 2024
$500,000,000
CUSIP: 651229 AQ9 ISIN:
US651229AQ96
$300,154,000(2)
1.75% due 7/31/2024
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.
(2)
Includes $862,000 aggregate principal
amount of 2024 Notes that remain subject to guaranteed delivery
procedures.
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 tendered at or prior to the Any and All Expiration
Date, which is currently expected to be on or about August 19, 2019
(the “Any and All Settlement Date”). 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 Company expects to accept for purchase,
and pay for, all Any and All Notes validly tendered pursuant to
guaranteed delivery procedures on or about August 21, 2019.
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.
In addition to the Any and All Offer, Newell Brands has
previously announced its tender offer to purchase for cash (the
“Waterfall Offer” and, together with the Any and All Offer, the
“Offers”) up to the Maximum Waterfall Tender Amount (as defined
below) in aggregate principal amount of the Company’s outstanding
3.850% Notes due 2023, 4.000% Notes due 2022 and 4.200% Notes due
2026 (collectively, the “Waterfall Notes” and, together with the
Any and All Notes, the “Securities”), subject to the Acceptance
Priority Levels as defined in the Offer Documents. 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. Because $862,000 aggregate principal amount of 2024 Notes
remain subject to guaranteed delivery procedures in the Any and All
Offer, the Maximum Waterfall Tender Amount is subject to change and
cannot be confirmed until after the Any and All Guaranteed Delivery
Deadline. Promptly after the Any and All Guaranteed Delivery
Deadline, the Company will issue a press release announcing the
final results of the Any and All Offer and specifying the Maximum
Waterfall Tender Amount for the Waterfall Offer. Holders are urged
to read the Offer Documents carefully before making any decision
with respect to the Waterfall Offer.
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
Documents.
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 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 the Securities is making any
recommendation as to whether holders should tender 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 Documents 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/20190819005166/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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