Current Report Filing (8-k)
August 26 2019 - 2:17PM
Edgar (US Regulatory)
NEWELL BRANDS INC false 0000814453 0000814453 2019-08-26 2019-08-26
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 26, 2019
NEWELL BRANDS INC.
(Exact name of registrant as specified in its charter)
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Delaware
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1-9608
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36-3514169
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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221 River Street
Hoboken, New Jersey 07030
(Address of principal executive offices including zip code)
(201) 610-6600
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol
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Name of exchange
on which registered
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Common stock, $1 par value per share
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NWL
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
As previously announced, on August 12, 2019, Newell Brands Inc. (the “Company”) commenced a cash tender offer for up to $356,746,000 aggregate principal amount of the Company’s 3.850% Notes due 2023, 4.000% Notes due 2022 and 4.200% Notes due 2026 (such offer, the “Waterfall Offer”).
On August 26, 2019, the Company issued a press release announcing the early results of the Waterfall Offer. Also on August 26, 2019, the Company issued a subsequent press release announcing the pricing terms of the Waterfall Offer. Copies of the Company’s press releases announcing the early results and pricing terms of the Waterfall Offer are filed as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.
The information contained in this Current Report on Form 8-K 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, dated August 12, 2019, and only in such jurisdictions as is permitted under applicable law.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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NEWELL BRANDS INC.
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Dated: August 26, 2019
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By:
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/s/ Bradford R. Turner
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Bradford R. Turner
Chief Legal and Administrative Officer and Corporate Secretary
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