Company Announcements

Newell Brands Announces Pricing Terms of its Any and All Tender Offer

Source: Business Wire

HOBOKEN, N.J.--(BUSINESS WIRE)--Aug. 16, 2019-- Newell Brands Inc. (NASDAQ:NWL) (the “Company” or “Newell Brands”)announced today the pricing terms of its previously announced tender offer to purchase for cash (such offer, the “Any and All Offer”) any and all of the Company’s outstanding 3.900% Notes due 2025 and 4.000% Notes due 2024 (collectively, the “Any and All Notes”). The Any and All Offer is being made upon and is subject to the terms and conditions set forth in the Offer to Purchase, dated August 12, 2019, and the related Notice of Guaranteed Delivery (as they may each be amended or supplemented from time to time, the “Offer Documents”).

The applicable Total Consideration (as set forth in the table below) is payable to holders of the Any and All Notes who validly tender and do not properly withdraw their Any and All Notes at or prior to 5:00 p.m., New York City time, on August 16, 2019 (the “Any and All Expiration Date”) and whose Any and All Notes are accepted for purchase by the Company. The Reference Yields listed in the table below were determined at 10:00 a.m., New York City time, on August 16, 2019 (the “Any and All Price Determination Date”) by the Lead Dealer Managers for the Any and All Offer. Payments for Any and All Notes accepted for purchase will also include accrued and unpaid interest from and including the last interest payment date applicable to the relevant series of Any and All Notes up to, but not including, the settlement date for the Any and All Notes, which is currently expected to be on or about August 19, 2019 (the “Any and All Settlement Date”).

Title of Security

Principal
Amount
Outstanding

CUSIP/ISIN

Reference U.S. Treasury

Security

Bloomberg
Reference
Page/Screen

Reference
Yield

Fixed
Spread
(basis points)

 

 

 

Total
Consideration(1)

 

 

 

 

 

 

 

 

3.900% Notes due 2025

$91,088,000

CUSIP: 651229 AS5

1.75% due 7/31/2024

FIT1

1.433%

185

$1,033.10

ISIN: US651229AS52

 

 

 

 

 

 

 

 

4.000% Notes due 2024

$500,000,000

CUSIP: 651229 AQ9

ISIN: US651229AQ96

1.75% due 7/31/2024

FIT1

1.433%

165

$1,042.45

________________

(1) Payable for each $1,000 principal amount of Any and All Notes validly tendered at or prior to the Any and All Expiration Date and accepted for purchase by us. In addition, holders whose Any and All Notes are accepted will also receive accrued interest on such Any and All Notes.

Holders intending to utilize the Notice of Guaranteed Delivery available for tendering Any and All Notes in the Any and All Offer should refer to the discussion of the guaranteed delivery procedures contained in the Offer Documents. The Company expects to accept for purchase, and pay for, all Any and All Notes validly tendered pursuant to guaranteed delivery procedures, if any, on or about August 21, 2019. For the avoidance of doubt, accrued interest will cease to accrue on the Any and All Settlement Date for all Any and All Notes accepted for purchase in the Any and All Offer, including those tendered pursuant to the guaranteed delivery procedures.

The Any and All Offer is scheduled to expire on the Any and All Expiration Date. Tenders of Any and All Notes may be properly withdrawn at any time at or prior to the Any and All Expiration Date, but not thereafter, except where additional withdrawal rights are required by law. Promptly after the Any and All Expiration Date, the Company will issue a press release specifying, among other things, the aggregate principal amount of each series of Any and All Notes validly tendered at or prior to the Any and All Expiration Date and expected to be accepted for purchase.

The Company does not currently intend to call for redemption the Any and All Notes not tendered and accepted for purchase in the Any and All Offer, if any.

Newell Brands’ obligation to accept for payment and to pay for the Any and All Notes validly tendered in the Any and All Offer is subject to the satisfaction or waiver of the conditions described in the Offer to Purchase.

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 Any and All Offer. The information agent and tender agent is Global Bondholder Services Corporation. The full details of the Any and All Offer, including complete instructions on how to tender Any and All Notes, 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 Any and All Offer 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 Any and All Notes is making any recommendation as to whether holders should tender in response to the Any and All 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 Any and All Notes, and, if so, the principal amount of Any and All 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 Any and All Offer is being made only pursuant to the Offer to Purchase 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 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.

Source: Newell Brands Inc.

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

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