| | |
![LOGO](https://capedge.com/proxy/8-K/0001193125-19-224103/g787165g0817083147365.jpg) | | News Release |
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.
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 Documents. The “Maximum Waterfall Tender Amount” is an aggregate principal amount equal to $700 millionless the aggregate principal amount of the Any and All Notes validly tendered and accepted for purchase in the Any and All Offer. Because $862,000 aggregate principal amount of 2024 Notes remain subject to guaranteed delivery procedures in the Any and All Offer, the Maximum Waterfall Tender Amount is subject to change and cannot be confirmed until after the Any and All Guaranteed Delivery Deadline. Promptly after the Any and All Guaranteed Delivery Deadline, the Company will issue a press release announcing the final results of the Any and All Offer and specifying the Maximum Waterfall Tender Amount for the Waterfall Offer. Holders are urged to read the Offer Documents 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.
Barclays Capital Inc. and RBC Capital Markets, LLC are serving as the Lead Dealer Managers, and HSBC Securities (USA) Inc. is serving asCo-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 athttps://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.
| | | | |
221 River Street | | NASDAQ: NWL | | |
Hoboken, NJ 07030 | | www.newellbrands.com | | |
+1 (201) 610-6600 | | | | 2 |