Newell Brands Announces Early Results of its Waterfall Tender Offer
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table sets forth the aggregate principal amount of the Waterfall Notes that were validly tendered and not properly withdrawn in the Waterfall Offer as of
Title of Security |
Principal |
CUSIP/ISIN |
Acceptance |
Early |
Reference U.S. Treasury |
Bloomberg |
Fixed |
Principal |
Principal |
|||||||||||||
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,
Holders of Waterfall Notes that were validly tendered and not properly withdrawn at or prior to the Waterfall Early Tender Deadline and accepted for purchase will receive the applicable Total Consideration (as defined in the Offer to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
Although the Waterfall Offer is scheduled to expire at midnight,
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.
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.
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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 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
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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