Newell Brands Announces Tender Offers for $700 Million of Outstanding Debt
Table I |
||||||||||
Securities Subject to the Any And All Offer |
||||||||||
Title of Security(1) |
Principal Amount Outstanding |
CUSIP/ISIN |
Reference U.S. Treasury Security |
Bloomberg Reference Page/Screen |
Fixed Spread (basis points) |
|||||
|
|
|
|
|
|
|||||
3.900% Notes due 2025 |
|
$91,088,000 |
|
CUSIP: 651229 AS5 ISIN: US651229AS52 |
|
1.75% due 7/31/2024 |
|
FIT1 |
|
185 |
|
|
|
|
|
|
|
|
|
|
|
4.000% Notes due 2024 |
|
$500,000,000 |
|
CUSIP: 651229 AQ9 ISIN: US651229AQ96 |
|
1.75% due 7/31/2024 |
|
FIT1 |
|
165 |
|
|
|
|
|
|
________________
(1) The Total Consideration will be determined taking into account the par call date, if applicable, for such series of Securities. In addition, holders whose Securities are accepted will also receive accrued interest on such Securities.
Table II |
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Securities Subject to the Waterfall Offer |
||||||||||||||
Title of Security(1) |
Principal Amount Outstanding |
CUSIP/ISIN |
Acceptance Priority Level |
Early Tender Premium(2) |
Reference U.S. Treasury Security |
Bloomberg Reference Page/Screen |
Fixed Spread (basis points) |
|||||||
|
|
|
|
|
|
|
|
|||||||
3.850% Notes due 2023 |
|
$1,750,000,000 |
|
CUSIP: 651229 AV8 ISIN: US651229AV81 |
|
1 |
|
$50 |
|
1.75% due 7/31/2024 |
|
FIT1 |
|
130 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.000% Notes due 2022 |
|
$250,000,000 |
|
CUSIP: 651229 AM8 ISIN: US651229AM82 |
|
2 |
|
$50 |
|
1.50% due 8/15/2022 |
|
FIT1 |
|
120 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.200% Notes due 2026 |
|
$2,000,000,000 |
|
CUSIP: 651229 AW6 ISIN: US651229AW64 |
|
3 |
|
$50 |
|
1.625% due 8/15/2029 |
|
FIT1 |
|
185 |
|
|
|
|
|
|
|
|
________________
(1) The Total Consideration will be determined taking into account the par call date, if applicable, for such series of Securities. In addition, holders whose Securities are accepted will also receive accrued interest on such 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 3 being the lowest Acceptance Priority Level.
The Offers are being made pursuant to, and are subject to the satisfaction or waiver of the terms and conditions set forth in the Offer to Purchase, dated
Holders of Any and All Notes that are validly tendered and not properly withdrawn at or prior to the Any and All Expiration Date and accepted for purchase will receive the applicable Total Consideration. There is no early tender premium applicable to the Any and All Offer. Payment for Any and All Notes that are validly tendered and not properly withdrawn at or prior to the Any and All Expiration Date and accepted for purchase will be made as soon as reasonably practicable following the Any and All Expiration Date (such date, the “Any and All Settlement Date”). The Company expects that the Any and All Settlement Date will be on or about
Holders of Waterfall Notes that are validly tendered and not properly withdrawn at or prior to
The prices to be paid for each series of Any and All Notes subject to the Any and All Offer and accepted for purchase will be determined at
Promptly after the Any and All Expiration Date, the Company will issue a press release specifying, among other things, the applicable Total Consideration for the Any and All Notes and the aggregate principal amount of Any and All Notes validly tendered at or prior to the Any and All Expiration Date and accepted for purchase. Promptly after the Waterfall Price Determination Date, the Company will also issue a press release specifying, among other things, the applicable Total Consideration for each series of Waterfall Notes and the aggregate principal amount of each series of Waterfall Notes validly tendered at or prior to the Waterfall Early Tender Deadline and accepted for purchase.
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, provided that accrued interest will cease to accrue on the Any and All Settlement Date for all Any and All Notes accepted in the Any and All Offer, including those tendered pursuant to guaranteed delivery procedures.
If the Waterfall Offer is not fully subscribed as of the Waterfall Early Tender Deadline, subject to the Maximum Waterfall Tender Amount, Waterfall Notes validly tendered and not properly withdrawn at or prior to the Waterfall Early Tender Deadline will be accepted for purchase in priority to other Waterfall Notes tendered following the Waterfall Early Tender Deadline, even if such Waterfall Notes tendered following the Waterfall Early Tender Deadline have a higher Acceptance Priority Level than Waterfall Notes tendered at or prior to the Waterfall 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 Waterfall Early Tender Deadline, holders who validly tender Waterfall Notes following the Waterfall 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 Offers 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 trustee with respect to any Securities is making any recommendation as to whether holders should tender any Securities in response to the 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 Offers are being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.
About
This press release and additional information about
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 Offers, including the timing, size, pricing or other terms of the 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 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
View source version on businesswire.com: https://www.businesswire.com/news/home/20190812005296/en/
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