Newell Brands Inc. (NASDAQ: NWL) (the “Company” or “Newell
Brands”) announced today the early results 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, 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 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 following table sets forth the aggregate principal amount of
the Waterfall Notes that were validly tendered and not properly
withdrawn in the Waterfall Offer as of 5:00 p.m., New York City
time, on August 23, 2019 (the “Waterfall Early Tender Deadline”),
except for series of Waterfall Notes that are not expected to be
accepted for purchase, as explained below. 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Offer may no longer be withdrawn except where additional withdrawal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.
Title of Security
Principal Amount
Outstanding
CUSIP/ISIN
Acceptance Priority
Level
Early Tender
Premium(1)
Reference U.S. Treasury
Security
Bloomberg Reference
Page/Screen
Fixed Spread (basis
points)
Principal Amount
Tendered(2)
Principal Amount Expected to
be Accepted(3)
3.850% Notes due 2023
$1,750,000,000
CUSIP: 651229 AV8
ISIN: US651229AV81
1
$50
1.75% due 7/31/2024
FIT1
130
$1,046,704,000
$356,746,000
(1)
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 the applicable Early Tender Premium. In
addition, holders whose Waterfall Notes are accepted will also
receive accrued interest on such Waterfall Notes.
(2)
As reported by Global Bondholder Services
Corporation, the information agent and tender agent for the
Waterfall Offer.
(3)
Expected to be accepted for purchase, and
paid for, on the Waterfall Early Settlement Date.
Because the aggregate principal amount of validly tendered
Waterfall Notes exceeded the Maximum Waterfall Tender Amount, the
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, the Company expects to accept for purchase,
and pay for, $356,746,000 aggregate principal amount of its 3.850%
Notes due 2023 on a prorated basis, and none of its 4.000% Notes
due 2022 or 4.200% Notes due 2026, on the Waterfall Early
Settlement Date (as defined below).
Holders of Waterfall Notes that were validly tendered and not
properly withdrawn at or prior to the Waterfall Early Tender
Deadline and accepted for purchase will receive the applicable
Total Consideration (as defined in the Offer to Purchase), which
includes the applicable Early Tender Premium specified in the table
above. Payments for Waterfall Notes purchased will 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 applicable settlement date for such
Waterfall Notes accepted for purchase. The settlement date for
Waterfall Notes tendered at or prior to the Waterfall Early Tender
Deadline and accepted for purchase is expected to be August 27,
2019 (the “Waterfall Early Settlement Date”). The Company expects
to issue a press release on August 26, 2019 announcing the Total
Consideration payable in connection with the Waterfall Offer and
the proration rates for the applicable series of Waterfall Notes
expected to be accepted for purchase on the Waterfall Early
Settlement Date.
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. Waterfall Notes not accepted for purchase will be
promptly returned or credited to the holder’s account. 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 the applicable
Early Tender Premium.
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 Securities, 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190826005189/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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