Newell Rubbermaid (NYSE:NWL) today announced that it has commenced,
subject to the terms and conditions set forth in the Offering Memorandum
and Consent Solicitation Statement dated March 21, 2016 (the “Offering
Memorandum and Consent Solicitation Statement”), an:
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offer to exchange (the “2021 Notes Exchange Offer”) any and all 3 3/4%
Senior Notes due October 1, 2021 (the “Existing Jarden 2021 Notes”)
issued by Jarden Corporation (“Jarden”) for up to an aggregate
principal amount of €300 million of new 3 3/4% Senior Notes due
October 1, 2021 (the “New Newell Rubbermaid 2021 Notes”) issued by
Newell Rubbermaid; and
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offer to exchange (the “2023 Notes Exchange Offer” and, together with
the 2021 Notes Exchange Offer, the “Exchange Offers”) any and all 5%
Senior Notes due November 15, 2023 (the “Existing Jarden 2023 Notes”
and, together with the Existing Jarden 2021 Notes, the “Existing
Jarden Notes”) issued by Jarden for up to an aggregate principal
amount of $300 million of new 5% Senior Notes due November 15, 2023
(the “New Newell Rubbermaid 2023 Notes”, and together with the New
Newell Rubbermaid 2021 Notes, the “New Newell Rubbermaid Notes”)
issued by Newell Rubbermaid.
The Exchange Offers are only being made to the extent that the Existing
Jarden Notes are held by qualified institutional buyers as defined in
Rule 144A under the Securities Act of 1933, as amended (the “Securities
Act”), in reliance on the exemption provided by Section 4(a)(2) of the
Securities Act or outside the United States to institutions other than
“U.S. persons” pursuant to Regulation S under the Securities Act
(collectively, “eligible holders”).
In conjunction with the Exchange Offers, Newell Rubbermaid is also
soliciting consents (each, a “Consent Solicitation” and, collectively,
the “Consent Solicitations”) to adopt certain proposed amendments to the
indentures (each, an “Existing Jarden Indenture” and, collectively, the
“Existing Jarden Indentures”) under which the Existing Jarden Notes were
issued that would, among other things, eliminate substantially all of
the restrictive covenants relating to Jarden and its restricted
subsidiaries, certain events of default, and related provisions under
the Existing Jarden Indentures. Even if the holders of at least a
majority of the Existing Jarden Notes do not consent to the proposed
amendments to the related Existing Jarden Indenture, the Existing Jarden
Indentures include provisions automatically suspending substantially all
of the restrictive covenants upon Jarden’s receipt of an investment
grade rating, which is expected to occur upon the consummation of the
Merger Transactions (as defined below).
The consummation of the Exchange Offers and Consent Solicitations are
subject to the satisfaction of certain conditions set forth in the
Offering Memorandum and Consent Solicitation Statement including, among
other things, (i) the consummation of the transactions contemplated by
the Agreement and Plan of Merger (the “Merger Agreement”), dated as of
December 13, 2015, by and among Newell Rubbermaid, Jarden, NCPF
Acquisition Corp. I, a Delaware corporation and a wholly-owned
subsidiary of Newell Rubbermaid, and NCPF Acquisition Corp. II, a
Delaware corporation and a wholly-owned subsidiary of Newell Rubbermaid,
pursuant to which Newell Rubbermaid will acquire Jarden in a series of
merger transactions (the “Merger Transactions”) and (ii) the valid
consents to the proposed amendments to the Existing Jarden Indentures
from the holders of at least a majority of the outstanding aggregate
principal amount of each series of Existing Jarden Notes. On March 18,
2016, Newell Rubbermaid and Jarden began mailing their definitive proxy
statement to their respective shareholders in connection with the
special meeting of stockholders called to vote on the approval of the
issuance of shares of Newell Rubbermaid common stock in the Merger
Transactions by Newell Rubbermaid stockholders and the adoption of the
Merger Agreement by Jarden stockholders. The parties’ obligation to
complete the Merger Transactions remains subject to a number of
conditions, including, among others, (i) approval of the share issuance
by Newell Rubbermaid stockholders, (ii) adoption of the Merger Agreement
by Jarden stockholders, (iii) the affirmative approval of antitrust and
competition authorities or expiration of waiting periods in certain
specified jurisdictions, (iv) the absence of laws, orders, judgments and
injunctions that restrain, enjoin or otherwise prohibit completion of
the Merger Transactions, (v) subject to certain exceptions, the accuracy
of representations and warranties with respect to the businesses of
Newell Rubbermaid and Jarden and compliance by Newell Rubbermaid and
Jarden with their respective covenants contained in the Merger Agreement
and (vi) the absence of a material adverse effect relating to Newell
Rubbermaid or Jarden. The Merger Transactions are not conditioned on the
consummation of the Exchange Offers and Consent Solicitations.
Holders who validly tender their Existing Jarden Notes prior to 5:00
p.m., New York City time, on April 1, 2016, unless extended (the “Early
Consent Date”), will be eligible to receive the applicable total
consideration set forth in the table below (the “Total Consideration”),
which includes the applicable early participation premium set forth in
such table (the “Early Participation Premium”), for all such Existing
Jarden Notes that are accepted on the Early Consent Date. For each
€1,000 or $1,000, as applicable, principal amount of Existing Jarden
Notes validly tendered after the Early Consent Date but prior to 11:59
p.m., New York City time, on April 15, 2016, unless extended (the
“Expiration Date”), holders of Existing Jarden Notes will not be
eligible to receive the applicable Early Participation Premium and,
accordingly, will only be eligible to receive the applicable exchange
consideration set forth in the table below (the “Exchange
Consideration”). Tenders of Existing Jarden Notes may not be withdrawn
after 5:00 p.m., New York City time, on April 1, 2016, except in certain
limited circumstances where additional withdrawal rights may be required
by law or otherwise extended by Newell Rubbermaid (the “Withdrawal
Deadline”). Newell Rubbermaid plans to issue the New Newell Rubbermaid
Notes promptly on or about the second business day following the
Expiration Date.
Eligible holders of Existing Jarden Notes who desire to tender their
Existing Jarden Notes will be deemed to consent to the proposed
amendments and may not deliver consents to the proposed amendments
without tendering their related Existing Jarden Notes. If an eligible
holder tenders Existing Jarden Notes in an Exchange Offer, such holder
will be deemed to consent, with respect to the principal amount of such
tendered Existing Jarden Notes, to the amendment of the corresponding
Existing Jarden Indenture for that series.
The following table sets forth the Exchange Consideration, Early
Participation Premium and Total Consideration for each series of
Existing Jarden Notes:
Aggregate Principal Amount (mm)
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Existing Jarden Notes
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CUSIP No.
(144A/RegS)
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ISIN No.
(144A/RegS)
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New Newell Rubbermaid Notes
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Exchange Consideration (1)(2)
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Early Participation Premium (1)(2)
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Total Consideration (1)(2)(3)
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New Newell Rubbermaid Notes (principal amount)
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Cash
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New Newell Rubbermaid Notes (principal amount)
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New Newell Rubbermaid Notes (principal amount)
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Cash
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€300
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3 3/4% Senior Notes due October 1, 2021
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XS1084944500/ XS1084944096
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3 3/4% Senior Notes due October 1, 2021
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€970
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€2.50
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€30
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€1,000
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€2.50
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$300
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5% Senior Notes due November 15, 2023
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471109AN8/ U47121AC9
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US471109AN89/ USU47121AC95
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5% Senior Notes due November 15, 2023
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$970
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$2.50
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$30
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$1,000
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$2.50
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(1) Consideration per €1,000 or $1,000, as applicable, principal
amount of Existing Jarden Notes validly tendered, subject to any
rounding as described in the Offering Memorandum and Consent
Solicitation Statement.
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(2) The term “New Newell Rubbermaid Notes” in this column refers, in
each case, to the series of New Newell Rubbermaid Notes
corresponding to the series of Existing Jarden Notes of like tenor
and coupon.
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(3) Includes the Early Participation Premium for Existing Jarden
Notes validly tendered prior to the Early Consent Date described
above and not validly withdrawn.
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The New Newell Rubbermaid Notes have not been registered under the
Securities Act or any state securities laws. Newell Rubbermaid has
agreed to use commercially reasonable efforts to file an exchange offer
registration statement to register the New Newell Rubbermaid Notes for a
new issue of substantially identical debt securities registered under
the Securities Act. Newell Rubbermaid has also agreed to use
commercially reasonable efforts to file a shelf registration statement
to cover resales of the New Newell Rubbermaid Notes under certain
circumstances. The New Newell Rubbermaid Notes may not be offered or
sold in the United States absent registration or an applicable exemption
from the registration requirements of the Securities Act and any
applicable state securities laws. This press release does not constitute
an offer to sell or purchase, or a solicitation of an offer to sell or
purchase, or the solicitation of tenders or consents with respect to,
any security. No offer, solicitation, purchase or sale will be made in
any jurisdiction in which such an offer, solicitation, or sale would be
unlawful. The Exchange Offers and Consent Solicitations are being made
solely pursuant to the Offering Memorandum and Consent Solicitation
Statement and related letter of transmittal.
The New Newell Rubbermaid Notes will be offered only to eligible
holders. Documents relating to the Exchange Offers and Consent
Solicitations will only be distributed to eligible holders who properly
complete and return a letter of eligibility confirming that they are
within the category of eligible holders. Eligible holders who desire a
copy of the letter of eligibility should contact D.F. King & Co., Inc.,
the information agent for the Exchange Offers and Consent Solicitations,
at (877) 842-1616 (U.S. toll free), (212) 269-5550 (banks and brokers),
+44 20 4720-9700 (in London), +852 3953-7230 (in Hong Kong) or by
visiting www.dfking.com/newell
to complete the eligibility process. Goldman, Sachs & Co. is the dealer
manager for the Exchange Offers and Consent Solicitations. Additional
information concerning the Exchange Offers and Consent Solicitations may
be obtained by contacting Goldman, Sachs & Co., at (800) 828-3182 (U.S.
toll free), (212) 357-0215 (collect) or +44 20 7774-9862 (in London).
Concurrently with the Exchange Offers and Consent Solicitations, and in
order to fulfill its obligations under the Existing Jarden Indentures,
Jarden will conduct a change of control offer for each series of the
Existing Jarden Notes offering to purchase Existing Jarden Notes at a
cash purchase price of 101% of the face value of such notes.
About Newell Rubbermaid
Newell Rubbermaid Inc., an S&P 500 company, is a global marketer of
consumer and commercial products with 2015 sales of $5.9 billion and a
strong portfolio of leading brands, including Sharpie®, Paper Mate®,
Expo®, Prismacolor®, Mr. Sketch®, Elmer’s®, Parker®, Waterman®, Dymo®,
Rubbermaid®, Contigo®, Goody®, Calphalon®, Irwin®, Lenox®, Rubbermaid
Commercial Products®, Graco®, Aprica® and Baby Jogger®. As part of the
company’s Growth Game Plan, Newell Rubbermaid is making sharper
portfolio choices and investing in new marketing and innovation to
accelerate performance.
Caution Concerning Forward-Looking Statements
Certain statements in this release, including statements regarding the
timing of and expectations with respect to exchange offers and consent
solicitations in respect of the Existing Jarden Notes are
forward-looking statements that involve a number of risks and
uncertainties that could cause actual events or results to differ
materially from those described in this release. Factors that could
cause actual results to differ include, but are not limited to, market
conditions; the consummation of the exchange offers and consent
solicitations in respect of the Existing Jarden Notes; changes in our
credit ratings; changes in our cash requirements, financial position or
industry conditions that affect our ability or willingness to consummate
the abovedescribed transactions on the terms described above or at all;
our continued access to credit markets on favorable terms; and other
risks such as our dependence on the strength of retail, commercial and
industrial sectors of the economy in light of the continuation or
escalation of the global economic slowdown or regional sovereign debt
issues; currency fluctuations; competition with other manufacturers and
distributors of consumer products; major retailers’ strong bargaining
power and consolidation of our retail customers; changes in the prices
of raw materials and sourced products and our ability to obtain raw
materials and sourced products in a timely manner from suppliers; our
ability to develop innovative new products and to develop, maintain and
strengthen our end-user brands, including the ability to realize
anticipated benefits of increased advertising and promotion spend;
product liability, product recalls or regulatory actions; our ability to
expeditiously close facilities and move operations while managing
foreign regulations and other impediments; a failure of one of our key
information technology systems or related controls; the potential
inability to attract, retain and motivate key employees; future events
that could adversely affect the value of our assets and require
impairment charges; our ability to improve productivity and streamline
operations; changes to our credit ratings; significant increases in the
funding obligations related to our pension plans due to declining asset
values, declining interest rates or otherwise; the imposition of tax
liabilities greater than our provisions for such matters; the risks
inherent in our foreign operations, including exchange controls and
pricing restrictions; our ability to realize the expected benefits,
synergies and financial results from our recently acquired businesses
and pending acquisitions; our inability to obtain stockholder or
domestic and foreign regulatory approvals required to complete the
planned acquisitions and divestitures; failure to satisfy a condition to
closing of the planned acquisitions and divestitures; our ability to
complete the planned acquisitions and divestitures; difficulties or high
costs associated with securing financing necessary to pay the cash
portion of the merger consideration contemplated by the pending Jarden
acquisition; risks related to the substantial indebtedness that Newell
Rubbermaid will incur in connection with the pending Jarden acquisition
and our ability to maintain our investment grade debt ratings;
difficulties integrating our business with Jarden and unexpected costs
or expenses associated with the pending Jarden acquisition; and those
factors listed in our most recently filed Annual Report on Form 10-K
filed with the Securities and Exchange Commission (“SEC”).
Additional Information and Where to Find It
In connection with the pending Jarden transaction, Newell Rubbermaid and
Jarden have filed a registration statement on Form S-4 that includes the
Joint Proxy Statement of Newell Rubbermaid and Jarden, including
Amendment No. 1, 2 and 3, and that also constitutes a prospectus of
Newell Rubbermaid. The registration statement on Form S-4 was declared
effective on March 18, 2016, and the Joint Proxy Statement/Prospectus
has been mailed to shareholders of Newell Rubbermaid and Jarden. WE URGE
INVESTORS AND SHAREHOLDERS TO READ THE JOINT PROXY STATEMENT/PROSPECTUS
AND ANY OTHER RELEVANT DOCUMENTS, BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT NEWELL RUBBERMAID, JARDEN, AND THE PENDING JARDEN
TRANSACTION. Investors and shareholders are able to obtain copies of the
Joint Proxy Statement/Prospectus and other documents filed with the SEC
by Newell Rubbermaid and Jarden free of charge at the SEC’s website, www.sec.gov.
In addition, investors and shareholders are able to obtain free copies
of the Joint Proxy Statement/Prospectus and other documents filed with
the SEC by Newell Rubbermaid by accessing Newell Rubbermaid’s website at www.newellrubbermaid.com
by clicking on the “Investor Relations” link and then clicking on the
“SEC Filings” link or by contacting Newell Rubbermaid Investor Relations
at investor.relations@newellrubbermaid.com
or by calling 1-800-424-1941. Shareholders may also read and copy any
reports, statements and other information filed by Newell Rubbermaid or
Jarden with the SEC, at the SEC public reference room at 100 F Street,
N.E., Washington D.C. 20549. Please call the SEC at 1-800-SEC-0330 or
visit the SEC’s website for further information on its public reference
room.
Participants in the Merger Solicitation
Newell Rubbermaid, Jarden and certain of their respective directors,
executive officers and other persons may be considered participants in
the solicitation of proxies from the respective shareholders of Newell
Rubbermaid and Jarden in respect of the proposed combination
contemplated by the Joint Proxy Statement/Prospectus. Information
regarding Newell Rubbermaid’s directors and executive officers is
available in Newell Rubbermaid’s Form 10-K filed with the SEC on
February 29, 2016, its Form 10-K/A filed with the SEC on March 7, 2016,
and its Form 8-K filed with the SEC on March 11, 2016. Information
regarding Jarden’s directors and executive officers is available in
Jarden’s Form 10-K filed with the SEC on February 26, 2016, its proxy
statement filed with the SEC on April 20, 2015, in connection with its
2015 annual meeting of stockholders and its Forms 8-K filed with the SEC
on January 5, 2015, June 9, 2015, December 17, 2015, and January 7,
2016. Other information regarding persons who may be considered
participants in the proxy solicitation and a description of their direct
and indirect interests, by security holdings or otherwise, are contained
in the Joint Proxy Statement/Prospectus and other relevant materials
filed with the SEC.
Non-Solicitation
This communication is not intended to and does not constitute an offer
to sell or the solicitation of an offer to subscribe for or buy or an
invitation to purchase or subscribe for any securities or the
solicitation of any vote or approval in any jurisdiction pursuant to the
pending Jarden acquisition or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in contravention
of applicable law. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities
Act.
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