Form 8-K
NEWELL BRANDS INC false 0000814453 0000814453 2019-08-21 2019-08-21

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 21, 2019

 

NEWELL BRANDS INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

1-9608

 

36-3514169

(State or Other Jurisdiction of

Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

221 River Street

Hoboken, New Jersey 07030

(Address of principal executive offices including zip code)

(201) 610-6600

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol

 

Name of exchange

on which registered

Common stock, $1 par value per share

 

NWL

 

Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

 

 


Item 8.01. Other Events.

As previously announced, on August 12, 2019, Newell Brands Inc. (the “Company”) commenced cash tender offers for (i) any and all of the Company’s 3.900% Notes due 2025 and 4.000% Notes due 2024 (together, the “Any and All Notes”) (such offer, the “Any and All Offer”) and (ii) up to the Maximum Waterfall Tender Amount (as defined below) in aggregate principal amount of the Company’s 3.850% Notes due 2023, 4.000% Notes due 2022 and 4.200% Notes due 2026 (such offer, the “Waterfall Offer” and, together with the Any and All Offer, the “Tender Offers”). The “Maximum Waterfall Tender Amount” is an aggregate principal amount equal to $700,000,000 less the aggregate principal amount of the Any and All Notes validly tendered and accepted for purchase in the Any and All Offer.

On August 21, 2019, the Company issued a press release announcing the final results of the Any and All Offer and the Maximum Waterfall Tender Amount for the Waterfall Offer. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in this Current Report on Form 8-K 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, dated August 12, 2019, and only in such jurisdictions as is permitted under applicable law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Number

   

Description

         
 

99.1

   

Press Release of Newell Brands Inc., dated August 21, 2019.

         
 

104

   

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

- 2 -


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

NEWELL BRANDS INC.

             

Dated: August 21, 2019

 

 

By:

 

/s/ Bradford R. Turner

 

 

 

Bradford R. Turner

 

 

 

Chief Legal and Administrative Officer and Corporate Secretary

- 3 -

EX-99.1

Exhibit 99.1

 

LOGO

   News Release

Newell Brands Announces Final Results of its Any and All Tender Offer and Maximum Waterfall Tender Amount for its Waterfall Tender Offer

HOBOKEN, NJ, — August 21, 2019 — Newell Brands Inc. (NASDAQ: NWL) (the “Company” or “Newell Brands”) announced today the final results of its previously announced tender offer to purchase for cash (the “Any and All Offer”) any and all of the Company’s outstanding 3.900% Notes due 2025 (the “2025 Notes”) and 4.000% Notes due 2024 (the “2024 Notes” and, together with the 2025 Notes, the “Any and All Notes”). The Any and All Offer expired at 5:00 p.m., New York City time, on August 16, 2019. The Any and All Offer was made pursuant to and subject to the terms and conditions set forth in the Offer to Purchase, dated August 12, 2019 (the “Offer to Purchase”), and the related Notice of Guaranteed Delivery (together with the Offer to Purchase, the “Offer Documents”).

The following table sets forth the aggregate principal amount of each series of Any and All Notes validly tendered and accepted for purchase in the Any and All Offer and the applicable Total Consideration (as defined in the Offer to Purchase), as well as certain other information regarding the Any and All Offer.

 

Title of Security

   Principal
Amount
Outstanding
     CUSIP/ISIN      Principal Amount
Tendered and
Accepted for
Purchase
    Reference U.S. Treasury
Security
     Reference
Yield
    Fixed
Spread
(
basis
points
)
     Total
Consideration(1)
 

3.900% Notes due 2025

   $ 91,088,000       

CUSIP: 651229 AS5

ISIN: US651229AS52

 

 

   $ 43,894,000       1.75% due 7/31/2024        1.433     185      $ 1,033.10  

4.000% Notes due 2024

   $ 500,000,000       

CUSIP: 651229 AQ9

ISIN: US651229AQ96

 

 

   $ 299,360,000 (2)      1.75% due 7/31/2024        1.433     165      $ 1,042.45  

 

(1)

Payable for each $1,000 principal amount of Any and All Notes validly tendered and accepted for purchase by us. In addition, holders whose Any and All Notes were accepted will also receive accrued interest on such Any and All Notes.

(2)

Includes $68,000 aggregate principal amount of 2024 Notes that were tendered in accordance with guaranteed delivery procedures.

In addition to the Any and All Offer, Newell Brands has previously announced its tender offer to purchase for cash (the “Waterfall Offer” and, together with the Any and All Offer, the “Offers”) up to the Maximum Waterfall Tender Amount (as defined below) in aggregate principal amount of the Company’s outstanding 3.850% Notes due 2023, 4.000% Notes due 2022 and 4.200% Notes due 2026 (collectively, the “Waterfall Notes” and, together with the Any and All Notes, the “Securities”), subject to the Acceptance Priority Levels as defined in the Offer to Purchase. The “Maximum Waterfall Tender Amount” is an aggregate principal amount equal to $700 million less the aggregate principal amount of the Any and All Notes validly tendered and accepted for purchase in the Any and All Offer.

Newell Brands announced today that, based on the $343,254,000 aggregate principal amount of Any and All Notes accepted for purchased in the Any and All Offer, the Maximum Waterfall Tender Amount for the Waterfall Offer is $356,746,000. The Waterfall Offer is being made pursuant to and subject to the terms and conditions set forth in the Offer to Purchase. Holders are urged to read the Offer to Purchase carefully before making any decision with respect to the Waterfall Offer.

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 Documents.

 

 

 

221 River Street    NASDAQ: NWL   
Hoboken, NJ 07030    www.newellbrands.com   
+1 (201) 610-6600       1


LOGO

   News Release

 

Barclays Capital Inc. and RBC Capital Markets, LLC are serving as the Lead Dealer Managers, and HSBC Securities (USA) Inc. is serving as Co-Dealer Manager, in connection with the Offers. The information agent and tender agent is Global Bondholder Services Corporation. The full details of the Offers, including complete instructions on how to tender Securities, are included in the Offer Documents. Holders are strongly encouraged to read carefully the applicable Offer Documents, including materials incorporated by reference therein, because they contain important information. Copies of the Offer Documents are available at https://www.gbsc-usa.com/newellbrands/ and requests for copies may also be directed to the information agent at (212) 430-3774 (banks and brokers) or (866) 807-2200 (all others). Questions regarding the Offers should be directed to Barclays Capital Inc., Liability Management Group, at (212) 528-7581 (collect) or (800) 438-3242 (toll free) or RBC Capital Markets, LLC, Liability Management Group, at (212) 618-7843 (collect) or (877) 381-2099 (toll free).

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 the Securities is making any recommendation as to whether holders should tender 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 Documents and only in such jurisdictions as is permitted under applicable law.

About Newell Brands

Newell Brands (NASDAQ: 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®, Marmot®, Oster®, Sunbeam®, FoodSaver®, Mr. Coffee®, Rubbermaid Commercial Products®, Graco®, Baby Jogger®, NUK®, Calphalon®, Rubbermaid®, Contigo®, First Alert® 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, 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

 

 

 

221 River Street    NASDAQ: NWL   
Hoboken, NJ 07030    www.newellbrands.com   
+1 (201) 610-6600       2


LOGO

   News Release

 

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 December 31, 2018 and its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019, which are on file with the Securities and Exchange Commission (“SEC”) and available at the SEC’s website at www.sec.gov.

Contacts:

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

 

 

 

221 River Street    NASDAQ: NWL   
Hoboken, NJ 07030    www.newellbrands.com   
+1 (201) 610-6600       3