Newell Brands Inc. (NYSE:NWL) (the “Company” or “Newell Brands”)
announced today the pricing terms of 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”). The Company also announced the
principal amount of each series of Securities that it expects to
accept pursuant to the tender offers, subject to the satisfaction
of waiver of certain conditions, as described below. In addition,
the Company announced that it has amended the terms of the
Waterfall Offer to increase the aggregate purchase price of
Waterfall Notes subject to the Maximum Waterfall Tender Amount from
$825,000,000 to $828,000,488. 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 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”). After such
redemption, together with the tender offers, the Company will have
repurchased an aggregate principal amount of $1,058,824,000 of its
outstanding debt securities.
The Total Consideration for each series of Securities, subject
to the fixed spread offer, is based on the yield to the applicable
call or maturity date of the applicable reference security listed
in the tables below, and is payable to holders of the Securities
who validly tendered and did not properly withdraw their Securities
on or prior to 5:00 p.m., New York City time, on March 24, 2017
(the “Early Tender Deadline”) and whose Securities are accepted for
purchase by the Company. The Reference Yields listed in the tables
below were determined at 2:00 p.m., New York City time, on March
27, 2017 (the “Price Determination Date”) by the dealer managers.
Payments for Securities purchased in connection with the Early
Tender Date will also 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 early settlement
date for such Securities accepted for purchase which is currently
expected to be March 28, 2017 (the “Early Settlement Date”).
Table
I
Securities
Subject To the Any And All Offer
Title of
Security Principal Amount Outstanding CUSIP/ISIN
Principal Amount Expected to be Accepted(1)
Reference U.S. Treasury Security Reference Yield
Fixed Spread (basis points)
Total
Consideration(2) 6.250% Notes due 2018
$250,000,000 CUSIP: 651229AG1ISIN: US651229AG15 $63,480,000 0.750%
UST Due 04/15/18 1.088% 50 $1,048.22 (1) Expected to
be accepted for purchase, and paid for, on the Early Settlement
Date. (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.
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 Principal Amount Expected to be
Accepted(2) Reference U.S. Treasury Security
Reference Yield Fixed Price (per $1,000)
Fixed
Spread (basis points)
Total Consideration(3)
4.700% Notes due 2020 $381,314,000 CUSIP: 651229AK2
ISIN: US651229AK27
$125,000,000 1 $76,260,000 1.625% UST Due 03/15/20 1.506% -- 65
$1,082.49 2.600% Notes due 2019 $1,000,000,000 CUSIP:
651229AT3 ISIN: US651229AT36 -- 2 $732,564,000 1.125% UST Due
02/28/19 1.253% -- 45 $1,017.59 3.900% Notes due 2025
$300,000,000 CUSIP: 651229AS5
ISIN: US651229AS52
-- 3 $0 2.250% UST Due 02/15/27 2.371% -- 105 $1,034.51
3.150% Notes due 2021 $1,000,000,000 CUSIP: 651229AU0
ISIN: US651229AU09
-- 4 $0 1.875% UST Due 02/28/22 1.910% -- 45 $1,029.46
2.875% Notes due 2019 $350,000,000 CUSIP: 651229AP1
ISIN: US651229AP14
-- 5 $0 1.125% UST Due 02/28/19 1.253% -- 65 $1,024.46
4.000% Notes due 2024 $500,000,000 CUSIP: 651229AQ9
ISIN: US651229AQ96
-- 6 $0 2.250% UST Due 02/15/27 2.371% -- 95 $1,044.35
5.000% Notes due 2023 $295,122,000 CUSIP: 651229BA3
ISIN: US651229BA36
-- 7 $0 -- -- $1,080 -- $1,080 (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)
Expected to be accepted for purchase, and paid for, on the Early
Settlement Date. (3) 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.
As listed in the tables above, the Company expects to accept for
purchase, and pay for, $63,480,000 aggregate principal amount of
its 6.250% Notes due 2018, $76,260,000 aggregate principal amount
of its 4.700% Notes due 2020 and $732,564,000 aggregate principal
amount of its 2.600% Notes due 2019 on the Early Settlement
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.
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, 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. 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. Securities 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 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.
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.
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version on businesswire.com: http://www.businesswire.com/news/home/20170327006316/en/
Investors:Nancy O’Donnell, +1 770-418-7723Vice President,
Investor Relationsnancy.odonnell@newellco.comorMedia:Jason
Anthoine, +1 201-610-6768Vice President, Global
Communicationsjason.anthoine@newellco.comorWeber ShandwickLiz
Cohen, +1 212-445-8044liz.cohen@webershandwick.com
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