Newell Brands Announces Early Results of Its Tender Offers
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$2,479,836,000 in combined aggregate principal amount of the Waterfall Notes were validly tendered and not properly withdrawn on or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series of Securities that were validly tendered and not properly withdrawn on or prior to the Early Tender Deadline.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offers may no longer be withdrawn except where additional withdrawal rights are required by law.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 due
2018
|
|
|
$250,000,000 |
|
|
CUSIP: 651229AG1
ISIN: US651229AG15
|
|
|
$30 |
|
|
0.750% UST
Due 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 due
2020
|
|
|
$381,314,000 |
|
|
CUSIP:
651229AK2
ISIN:
US651229AK27
|
|
|
$125,000,000 |
|
|
1 |
|
|
$30 |
|
|
1.625% UST
Due 03/15/20
|
|
|
FIT 1 |
|
|
-- |
|
|
65 |
|
|
$76,260,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.600%
Notes due
2019
|
|
|
$1,000,000,000 |
|
|
CUSIP:
651229AT3
ISIN:
US651229AT36
|
|
|
-- |
|
|
2
|
|
|
$30 |
|
|
1.125% UST
Due 02/28/19
|
|
|
FIT 1 |
|
|
-- |
|
|
45 |
|
|
$902,303,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.900%
Notes due
2025
|
|
|
$300,000,000 |
|
|
CUSIP:
651229AS5
ISIN:
US651229AS52
|
|
|
-- |
|
|
3 |
|
|
$30 |
|
|
2.250% UST
Due 02/15/27
|
|
|
FIT 1 |
|
|
-- |
|
|
105 |
|
|
$202,309,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.150%
Notes due
2021
|
|
|
$1,000,000,000 |
|
|
CUSIP:
651229AU0
ISIN:
US651229AU09
|
|
|
-- |
|
|
4 |
|
|
$30 |
|
|
1.875% UST
Due 02/28/22
|
|
|
FIT 1 |
|
|
-- |
|
|
45 |
|
|
$774,080,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.875%
Notes due
2019
|
|
|
$350,000,000 |
|
|
CUSIP:
651229AP1
ISIN: US651229AP14
|
|
|
-- |
|
|
5 |
|
|
$30 |
|
|
1.125% UST
Due 02/28/19
|
|
|
FIT 1 |
|
|
-- |
|
|
65 |
|
|
$229,946,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.000%
Notes
due 2024
|
|
|
$500,000,000 |
|
|
CUSIP:
651229AQ9
ISIN:
US651229AQ96
|
|
|
-- |
|
|
6 |
|
|
$30 |
|
|
2.250% UST
Due 02/15/27
|
|
|
FIT 1 |
|
|
-- |
|
|
95 |
|
|
$203,382,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.000%
Notes
due 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.
Investors:
Newell Brands Inc.
Nancy O’Donnell, +1-770-418-7723
Vice President, Investor Relations
nancy.odonnell@newellco.com
or
Media:
Jason Anthoine, +1-201-610-6768
Global Communications
jason.anthoine@newellco.com
or
Weber Shandwick
Liz Cohen, +1-212-445-8044
liz.cohen@webershandwick.com
View source version on businesswire.com: http://www.businesswire.com/news/home/20170327005347/en/