Newell Brands Announces Early Results of Its Tender Offers; Increases the Maximum Waterfall Tender Amount
In addition, the Company announced today that is has amended the terms of the Waterfall Offer to increase the “Maximum Waterfall Tender Amount” to an aggregate principal amount equal to
As of
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including the aggregate principal amount of each series of Securities that were validly tendered and not properly withdrawn at or prior to the Early Tender Deadline.
Table I Securities Subject to the Any And All Offer |
||||||||||||||||||||||||
Title of Security |
Principal |
CUSIP/ISIN |
Early |
Reference U.S. Treasury |
Bloomberg |
Fixed |
Principal Amount |
Principal Amount |
||||||||||||||||
3.150% Notes due 2021 | $350,000,000 | CUSIP: 651229 AU0
ISIN: US651229AU09 |
$50 | 1.250% UST due 03/31/21 | PX5 | 30 | $252,081,000 | $252,081,000 |
(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 the 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. | |
(3) | Expected to be accepted for purchase, and paid for, on the Early Settlement Date. | |
Table II Securities Subject to the Waterfall Offer |
|||||||||||||||||||||||||||
Title of Security |
Principal |
CUSIP/ISIN |
Acceptance |
Early |
Reference U.S. Treasury |
Bloomberg |
Fixed |
Principal |
Principal |
||||||||||||||||||
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 | $1,083,841,000 | $1,083,841,000 | ||||||||||||||||||
3.900% Notes due 2025 | $300,000,000 | CUSIP: 651229 AS5
ISIN: US651229AS52 |
2 | $50 | 3.125% UST due 11/15/28 | PX1 | 180 | $208,912,000 | $208,912,000 | ||||||||||||||||||
5.375% Notes due 2036 | $500,000,000 | CUSIP: 651229 AX4
ISIN: US651229AX48 |
3 | $50 | 3.000% UST due 08/15/48 | PX1 | 240 | $349,037,000 | $80,166,000 | ||||||||||||||||||
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 |
$1,395,837,000 |
$0 |
||||||||||||||||||
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 |
$1,159,155,000 |
$0 |
(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 the 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. | |
(3) | Expected to be accepted for purchase, and paid for, on the Early Settlement Date. | |
Subject to the Maximum Waterfall Tender Amount, the amount 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. Accordingly, the Company expects to accept for purchase, and pay for,
Because the aggregate principal amount of validly tendered Waterfall Notes exceeded 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
Although the tender offers are scheduled to expire at midnight,
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.
None of the Company or its affiliates, their respective boards of directors, the dealer managers, the information agent and tender agent or the trustee 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.
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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, 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