Newell Brands Inc. (NASDAQ: NWL) (the “Company” or “Newell
Brands”) announced today the final results of 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”). The
Any and All Offer expired at 5:00 p.m., New York City time, on
August 16, 2019. 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 (the “Offer to Purchase”), and the
related Notice of Guaranteed Delivery (together with the Offer to
Purchase, the “Offer Documents”).
The following table sets forth the aggregate principal amount of
each series of Any and All Notes validly tendered and accepted for
purchase in the Any and All Offer and the applicable Total
Consideration (as defined in the Offer to Purchase), as well as
certain other information regarding the Any and All Offer.
Title of Security
Principal Amount
Outstanding
CUSIP/ISIN
Principal Amount Tendered and
Accepted for Purchase
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
$299,360,000(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 and accepted for purchase by
us. In addition, holders whose Any and All Notes were accepted will
also receive accrued interest on such Any and All Notes.
(2)
Includes $68,000 aggregate principal
amount of 2024 Notes that were tendered in accordance with
guaranteed delivery procedures.
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 to Purchase. 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.
Newell Brands announced today that, based on the $343,254,000
aggregate principal amount of Any and All Notes accepted for
purchased in the Any and All Offer, the Maximum Waterfall Tender
Amount for the Waterfall Offer is $356,746,000. The Waterfall Offer
is being made pursuant to and subject to the terms and conditions
set forth in the Offer to Purchase. Holders are urged to read the
Offer to Purchase 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/20190821005211/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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