Newell Brands Announces Tender Offers for $1.5 Billion of Outstanding Debt
Table I Securities Subject to the Any And All Offer |
||||||||||||
Title of Security(1) |
Principal |
CUSIP/ISIN |
Early |
Reference U.S. Treasury |
Bloomberg |
Fixed |
||||||
3.150% Notes due 2021 | $350,000,000 | CUSIP: 651229 AU0
ISIN: US651229AU09 |
$50 | 1.250% UST due 03/31/21 | PX5 | 30 |
(1) The Total Consideration will be determined taking into account the par call date, if applicable, for such series of Securities.
(2) The Total Consideration payable for each
Table II Securities Subject to the Waterfall Offer |
||||||||||||||
Title of Security(1) |
Principal |
CUSIP/ISIN |
Acceptance |
Early |
Reference U.S. Treasury |
Bloomberg |
Fixed |
|||||||
5.500% Notes due 2046 | $1,750,000,000 |
CUSIP: 651229 AY2 ISIN: US651229AY21 |
1 | $50 | 3.000% UST due 08/15/48 | PX1 | 265 | |||||||
3.900% Notes due 2025 | $300,000,000 |
CUSIP: 651229 AS5 ISIN: US651229AS52 |
2 | $50 | 3.125% UST due 11/15/28 | PX1 | 180 | |||||||
5.375% Notes due 2036 | $500,000,000 |
CUSIP: 651229 AX4 ISIN: US651229AX48 |
3 | $50 | 3.000% UST due 08/15/48 | PX1 | 240 | |||||||
4.200% Notes due 2026 | $2,000,000,000 |
CUSIP: 651229 AW6 ISIN: US651229AW64 |
4 | $50 | 3.125% UST due 11/15/28 | PX1 | 165 | |||||||
3.850% Notes due 2023 | $1,750,000,000 |
CUSIP: 651229 AV8 ISIN: US651229AV81 |
5 | $50 | 2.875% UST due 11/30/23 | PX1 | 138 |
(1) The Total Consideration will be determined taking into account the par call date, if applicable, for such series of Securities.
(2) The Total Consideration payable for each
Subject to the Maximum Waterfall Tender Amount, the amounts of each series of Waterfall Notes that are purchased in the Waterfall Offer 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 5 being the lowest Acceptance Priority Level.
The tender offers are being made pursuant to, and are subject to the satisfaction or waiver of the terms and conditions, including a financing condition relating to the receipt of net proceeds from the completion of the Pure Fishing and Jostens divestitures, set forth in the Offer to Purchase, dated
Holders of Securities that are validly tendered and not properly withdrawn at or prior to
The prices to be paid for each series of Securities subject to the tender offers and accepted for purchase will be determined at
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.
If the Waterfall Offer is not fully subscribed as of the Early Tender Deadline, subject to the Maximum Waterfall Tender Amount, Waterfall Notes validly tendered and not properly withdrawn at or prior to the Early Tender Deadline will be accepted for purchase in priority to other Waterfall Notes tendered following the Early Tender Deadline, even if such Waterfall Notes tendered following the Early Tender Deadline have a higher Acceptance Priority Level than Waterfall Notes tendered at or prior to the Early Tender Deadline.
Waterfall Notes of a series may be subject to proration if the aggregate principal amount of the Waterfall Notes of such series validly tendered and not properly withdrawn would cause the Maximum Waterfall Tender Amount to be exceeded. Furthermore, if the Waterfall Offer is fully subscribed as of the Early Tender Deadline, holders who validly tender Waterfall Notes following the Early Tender Deadline will not have any of their Waterfall Notes accepted for purchase.
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, including a financing condition relating to the receipt of net proceeds from the completion of the Pure Fishing and Jostens divestitures, described in the Offer to Purchase.
The Company also intends to call for redemption all of its 3.150% Notes due 2021 (the “2021 Notes”) not tendered in the Any and All Offer in accordance with the terms and at the redemption price, plus accrued and unpaid interest to, but not including, the date of redemption, stated in the 2021 Notes and the indenture governing the 2021 Notes. The Company may deliver such notice at any time prior to or after the Expiration Date. However, no assurance can be given that such 2021 Notes will be redeemed as contemplated or at all. Neither the Offer to Purchase nor the accompanying Letter of Transmittal constitute a notice of redemption.
None of the Company or its affiliates, their respective boards of directors, the dealer managers, the information agent and tender agent or the trustee with respect to any Securities is making any recommendation as to whether holders should tender any Securities in response to 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.
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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 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 offers 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
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Source:
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