Newell Brands Inc. (NYSE:NWL) (the “Company” or “Newell Brands”)
announced today that, pursuant to its previously announced tender
offers to purchase for cash (i) any and all of the Company’s
outstanding securities listed in Table I below (the “Any and All
Notes”), and (ii) up to $825,000,000 (the “Maximum Waterfall Tender
Amount”) of the Company’s outstanding securities listed in Table II
below (collectively, the “Waterfall Notes” and, together with the
Any and All Notes, the “Securities”), subject to the tender cap
specified in the table below (the “2020 Notes Tender Cap”) and
further subject to the Acceptance Priority Levels as defined below
(such offer, the “Waterfall Offer”), approximately $63,480,000
principal amount of the Any and All Notes and $2,479,836,000 in
combined aggregate principal amount of the Waterfall Notes were
validly tendered and not properly withdrawn on or prior to 5:00
p.m. New York City time, on March 24, 2017 (the “Early Tender
Deadline”). The tender offers are being made upon and are subject
to the terms and conditions set forth in the Offer to Purchase,
dated March 13, 2017, and the related Letter of Transmittal (as
they may each be amended or supplemented from time to time, the
“Tender Offer Documents”).
The following tables set forth certain information regarding the
tender offers, including the aggregate principal amount of each
series of Securities that were validly tendered and not properly
withdrawn on or prior to the Early Tender Deadline. The withdrawal
deadline of 5:00 p.m., New York City time, on March 24, 2017 has
passed and, accordingly, Securities validly tendered in the tender
offers may no longer be withdrawn except where additional
withdrawal rights are required by law.
Table
I
Securities
Subject To the Any And All Offer
Title of Security
Principal Amount
Outstanding
CUSIP/ISIN
Early Tender
Premium(1)
Reference U.S.
Treasury Security
Bloomberg Reference
Page/Screen
Fixed Spread (basis
points)
Principal Amount
Tendered(2)
6.250% Notes due2018
$250,000,000
CUSIP: 651229AG1ISIN: US651229AG15
$30
0.750% USTDue 04/15/18
FIT 4 50 $63,480,000 (1) The Total Consideration
payable for each $1,000 principal amount of Securities validly
tendered at or prior to the Early Tender Deadline and accepted for
purchase by us includes an applicable early tender premium. In
addition, holders whose Securities are accepted will also receive
accrued interest on such Securities. (2) As reported by Global
Bondholder Services Corporation, the tender and information agent
for the tender offers.
Table
II
Not to Exceed the
Aggregate Maximum Waterfall Tender Amount of the Outstanding
Securities Listed Below
Title of Security
Principal Amount
Outstanding
CUSIP/ISIN
Tender Cap (1)
Acceptance Priority
Level
Early Tender
Premium(2)
Reference U.S.
Treasury Security
Bloomberg Reference
Page/Screen
Fixed Price (per $1,000)
Fixed Spread
(basis points)
Principal Amount
Tendered(3)
4.700%Notes due2020
$381,314,000
CUSIP:651229AK2
ISIN:US651229AK27
$125,000,000 1 $30
1.625% USTDue 03/15/20
FIT 1 -- 65 $76,260,000
2.600%Notes due2019
$1,000,000,000
CUSIP:651229AT3ISIN:US651229AT36
--
2
$30
1.125% USTDue 02/28/19
FIT 1 -- 45
$902,303,000
3.900%Notes due2025
$300,000,000
CUSIP:651229AS5
ISIN:US651229AS52
-- 3 $30
2.250% USTDue 02/15/27
FIT 1 -- 105 $202,309,000
3.150%Notes due2021
$1,000,000,000
CUSIP:651229AU0
ISIN:US651229AU09
-- 4 $30
1.875% USTDue 02/28/22
FIT 1 -- 45 $774,080,000
2.875%Notes due2019
$350,000,000
CUSIP:651229AP1
ISIN: US651229AP14
-- 5 $30
1.125% USTDue 02/28/19
FIT 1 -- 65 $229,946,000
4.000%Notesdue 2024
$500,000,000
CUSIP:651229AQ9
ISIN:US651229AQ96
-- 6 $30
2.250% USTDue 02/15/27
FIT 1 -- 95 $203,382,000
5.000%Notesdue 2023
$295,122,000
CUSIP:651229BA3
ISIN:US651229BA36
-- 7 $30 -- -- $1,080 -- $91,556,000
(1)
The 2020 Notes Tender Cap is the maximum aggregate
principal amount of the 4.700% Notes due 2020 that will be
purchased in the Waterfall Offer. (2) The Total Consideration
payable for each $1,000 principal amount of Securities validly
tendered at or prior to the Early Tender Deadline and accepted for
purchase by us includes an applicable early tender premium. In
addition, holders whose Securities are accepted will also receive
accrued interest on such Securities. (3) As reported by Global
Bondholder Services Corporation, the tender and information agent
for the tender offers.
Pursuant to the terms of the Waterfall Offer, the amount of each
series of Waterfall Notes that are purchased will be determined in
accordance with the acceptance priority levels specified in Table
II above (the “Acceptance Priority Levels”), with 1 being the
highest Acceptance Priority Level and 7 being the lowest Acceptance
Priority Level. In addition, the maximum aggregate principal amount
of the Company’s 4.700% Notes due 2020 purchased in the tender
offer will not exceed the 2020 Notes Tender Cap, as specified in
the table above.
Because the aggregate principal amount of validly tendered
Waterfall Notes resulted in the purchase price exceeding the
Maximum Waterfall Tender Amount, the Waterfall Notes will be
purchased subject to Acceptance Priority Levels and proration as
described in the Offer to Purchase.
Holders of Securities that were validly tendered and not
properly withdrawn at or prior to the Early Tender Deadline and
accepted for purchase will receive the applicable Total
Consideration which includes the applicable Early Tender Premium
specified in the tables above. Payments for Securities purchased
will include accrued and unpaid interest from and including the
last interest payment date applicable to the relevant series of
Securities up to, but not including, the applicable settlement date
for such Securities accepted for purchase. The settlement date for
securities tendered at or prior to the Early Tender Deadline and
accepted for purchase is expected to be March 28, 2017. The Company
expects to issue a press release on March 27, 2017 announcing the
Total Consideration payable in connection with the tender
offers.
Although the tender offers are scheduled to expire at midnight,
New York City time, at the end of April 7, 2017, unless extended or
terminated (the “Expiration Date”), because the Waterfall Offer was
fully subscribed as of the Early Tender Deadline, the Company does
not expect to accept for purchase any Waterfall Notes tendered
after the Early Tender Deadline. Securities not accepted for
purchase will be promptly returned or credited to the holder’s
account. Holders of Any and All Notes who validly tender such notes
following the Early Tender Deadline and at or prior to the
Expiration Date will only receive the applicable Tender Offer
consideration, which is equal to the applicable Total Consideration
minus the applicable Early Tender Premium. The Company has also
called for redemption any and all of its Any and All Notes not
tendered in the Any and All Offer at the redemption price, plus
accrued and unpaid interest to, but not including, April 13, 2017
(the “Redemption Date”).
Newell Brands’ obligation to accept for payment and to pay for
the Securities validly tendered in the tender offers is subject to
the satisfaction or waiver of the conditions described in the Offer
to Purchase.
Citigroup Global Markets Inc. and Goldman Sachs & Co. are
acting as the dealer managers for the tender offers. The
information agent and tender agent is Global Bondholder Services
Corporation. The full details of the tender offers, including
complete instructions on how to tender Securities, are included in
the Tender Offer Documents. Holders are strongly encouraged to read
carefully the Tender Offer Documents, including materials
incorporated by reference therein, because they will contain
important information. Copies of the Tender Offer Documents and
related offering materials are available by contacting the
information agent at (212) 430-3774 (banks and brokers) or
(866)-807-2200 (all others). Questions regarding the tender offers
should be directed to Citigroup Global Markets Inc., Liability
Management Group, at (212) 723-6106, (800) 558-3745 (toll-free) or
Goldman Sachs & Co., Liability Management Group, at (212)
902-6595 or (800) 828-3182 (toll-free).
None of the Company or its affiliates, their respective boards
of directors, the dealer managers, the tender and information agent
or the trustees with respect to any Securities is making any
recommendation as to whether holders should tender any Securities
in response to any of the tender 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 tender offers are 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 (NYSE: 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®, Jostens®, Marmot®, Rawlings®, Oster®, Sunbeam®,
FoodSaver®, Mr. Coffee®, Rubbermaid Commercial Products®,
Graco®, Baby Jogger®, NUK®, Calphalon®, Rubbermaid®, Contigo®,
First Alert®, Waddington 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 and redemption, 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 March 27, 2017. 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, risk
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, 2016 which is 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: http://www.businesswire.com/news/home/20170327005347/en/
Investors:Newell Brands
Inc.Nancy O’Donnell, +1-770-418-7723Vice President, Investor
Relationsnancy.odonnell@newellco.comorMedia:Jason Anthoine, +1-201-610-6768Global
Communicationsjason.anthoine@newellco.comorWeber ShandwickLiz
Cohen, +1-212-445-8044liz.cohen@webershandwick.com
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