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 up to $356,746,000
aggregate principal amount (the “Maximum Waterfall Tender Amount”)
of the Company’s outstanding 3.850% Notes due 2023 (the “2023
Notes”), 4.000% Notes due 2022 and 4.200% Notes due 2026
(collectively, the “Waterfall Notes”), subject to the Acceptance
Priority Levels as defined below (such offer, the “Waterfall
Offer”). The Company also announced the principal amount of each
series of Waterfall Notes that it expects to accept for purchase
pursuant to the Waterfall Offer. The Waterfall Offer is being made
upon and is subject to the terms and conditions set forth in the
Offer to Purchase, dated August 12, 2019 (the “Offer to
Purchase”).
The Total Consideration (as defined in the Offer to Purchase)
for each series of Waterfall Notes is payable to holders of the
Waterfall Notes who validly tendered and did not properly withdraw
their Waterfall Notes at or prior to 5:00 p.m., New York City time,
on August 23, 2019 (the “Waterfall Early Tender Deadline”) and
whose Waterfall Notes are accepted for purchase by the Company. The
Reference Yield listed in the table below was determined at 10:00
a.m., New York City time, on August 26, 2019 (the “Waterfall Price
Determination Date”) by the lead dealer managers. Payments for
Waterfall Notes purchased in connection with the Waterfall Early
Tender Deadline will also include accrued and unpaid interest from
and including the last interest payment date applicable to the
relevant series of Waterfall Notes up to, but not including, the
early settlement date for such Waterfall Notes accepted for
purchase, which is currently expected to be August 27, 2019 (the
“Waterfall Early Settlement Date”).
Title of Security
Principal Amount
Outstanding
CUSIP/ISIN
Acceptance Priority
Level
Principal Amount Expected to
be Accepted(1)
Reference U.S. Treasury
Security
Reference Yield
Fixed Spread (basis
points)
Total Consideration(2)
3.850% Notes due 2023
$1,750,000,000
CUSIP: 651229 AV8 ISIN:
US651229AV81
1
$356,746,000
1.75% due 7/31/2024
1.398%
130
$1,037.48
________________
(1)
Expected to be accepted for purchase, and
paid for, on the Waterfall Early Settlement Date.
(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 an early tender premium of $50. In
addition, holders whose Waterfall Notes are accepted will also
receive accrued interest on such Waterfall Notes.
As previously announced, because the aggregate principal amount
of validly tendered Waterfall Notes as of the Waterfall Early
Tender Deadline exceeded the Maximum Waterfall Tender Amount,
Waterfall Notes will be purchased subject to the Maximum Waterfall
Tender Amount, the acceptance priority levels (the “Acceptance
Priority Levels”) and proration as described in the Offer to
Purchase. Accordingly, and as listed in the table above, the
Company expects to accept for purchase, and pay for, $356,746,000
aggregate principal amount of its 2023 Notes on a prorated basis on
the Waterfall Early Settlement Date. The Company will use a
proration rate of approximately 34.11% for the 2023 Notes. 2023
Notes validly tendered at or prior to the Waterfall Early Tender
Deadline will be multiplied by such proration rate and then rounded
down to the nearest $1,000 increment.
Although the Waterfall Offer is scheduled to expire at midnight,
New York City time, at the end of September 9, 2019, unless
extended or terminated (the “Waterfall Expiration Date”), because
the Waterfall Offer was fully subscribed as of the Waterfall Early
Tender Deadline, the Company does not expect to accept for purchase
any Waterfall Notes tendered after the Waterfall Early Tender
Deadline. Holders of Waterfall Notes who validly tender such 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 an early tender premium of $50. Waterfall Notes not accepted
for purchase will be promptly returned or credited to the holder’s
account. The withdrawal deadline of 5:00 p.m., New York City time,
on August 23, 2019 has passed and, accordingly, Waterfall Notes
validly tendered in the Waterfall Offer may no longer be withdrawn
except where additional withdrawal rights are required by law.
The Company does not currently intend to call for redemption the
Waterfall Notes not tendered and accepted for purchase in the
Waterfall Offer.
Newell Brands’ obligation to accept for payment and to pay for
the Waterfall Notes validly tendered in the Waterfall 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 Waterfall
Offer. The information agent and tender agent is Global Bondholder
Services Corporation. The full details of the Waterfall Offer,
including complete instructions on how to tender Waterfall Notes,
are included in the Offer to Purchase. Holders are strongly
encouraged to read carefully the Offer to Purchase, including
materials incorporated by reference therein, because they contain
important information. Copies of the Offer to Purchase 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 Waterfall 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 trustees with respect to the Waterfall Notes is making
any recommendation as to whether holders should tender in response
to the Waterfall 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 Waterfall Notes, and, if so, the principal amount of
Waterfall 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 Waterfall 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
offer, including the timing, size, pricing or other terms of the
tender offer, 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 offer 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20190826005574/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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