Newell Brands Announces Exchange Offers for 3¾% Senior Notes Due 2021 and 5% Senior Notes Due 2023
September 26 2016 - 6:15AM
Business Wire
Newell Brands (NYSE: NWL) today announced that it has commenced
offers to exchange (the “Exchange Offers”) up to:
- €271,851,000 aggregate principal amount
of its 3¾% Senior Notes due 2021 (ISIN
XS1389996882) (the “Exchange Euro Notes”), which have been
registered under the Securities Act of 1933 (the “Securities Act”),
for an equivalent principal amount of its outstanding, unregistered
3¾% Senior Notes due 2021 (ISINs XS1388994896
and XS1388994540) (the “Original Euro Notes”); and
- $295,122,000 aggregate principal amount
of its 5% Senior Notes due 2023 (CUSIP No.
651229BA3; ISIN US651229BA36) (the “Exchange Dollar Notes”
and, together with the Exchange Euro Notes, the “Exchange Notes”),
which have also been registered under the Securities Act, for an
equivalent principal amount of its outstanding, unregistered 5%
Senior Notes due 2023 (CUSIP Nos. 651229AZ9
and U6415RAA1; ISINs US651229AZ95 and USU6415RAA15) (the
“Original Dollar Notes” and, together with the Original Euro Notes,
the “Original Notes”).
The Original Notes were issued in private offerings on April 20,
2016 in exchange for certain outstanding senior notes originally
issued by Jarden Corporation (“Jarden”). The terms of the Exchange
Notes will be substantially identical to the terms of the Original
Notes, except that the Exchange Notes will be registered under the
Securities Act and will not be subject to transfer restrictions,
registration rights and certain rights to additional interest
currently applicable to the Original Notes. The Exchange Notes will
also bear different CUSIP and ISIN numbers from the Original
Notes.
The terms and conditions of the Exchange Offers are set forth in
the (a) prospectus relating to the Exchange Offers (the
“Prospectus”) and (b) related letter of transmittal (the “Letter of
Transmittal”), if applicable. The Exchange Offers will expire at
11:59 p.m., New York City time, on October 25, 2016, or a later
date and time to which Newell Brands extends it (the “Expiration
Date”). Except in the limited circumstances described in the
Prospectus, any and all Original Notes that are validly tendered in
the Exchange Offers and not validly withdrawn prior to the
Expiration Date will be accepted for exchange.
This press release is for informational purposes only and is not
an offer to purchase any Original Notes or sell any Exchange Notes
or a solicitation of an offer to sell any Original Notes or
purchase any Exchange Notes. The Exchange Offers are being made
only pursuant to the Prospectus and the Letter of Transmittal, if
applicable, that have been filed with the Securities and Exchange
Commission (the “SEC”) as part of Newell Brands’ Registration
Statement on Form S-4 (File No. 333-213675) (the “Registration
Statement”). The Registration Statement was declared effective by
the SEC on September 23, 2016.
D.F. King & Co., Inc. has been appointed as exchange agent
for the Exchange Offers. Questions and requests for assistance and
requests for additional copies of the Prospectus or the Letter of
Transmittal, if applicable, should be directed to the exchange
agent addressed as follows:
In New York:
Call Collect: (212) 269-5550 Toll Free: (800) 628-8536
Email: Newell@dfking.com
By Facsimile (Eligible Institutions
Only):
By Mail or Hand:
(212) 709-3328 48 Wall Street, 22nd Floor Attention: Peter Aymar
New York, New York 10005 For Information or Attention: Peter Aymar
Confirmation by Telephone: (212) 232-3235
In London:
125 Wood Street London EC2V 7AN United Kingdom Telephone: +44 20
7920 9700
In Hong Kong:
Hong Kong Suite 1601, 16/F, Central Tower 28 Queen’s Road Central
Hong Kong Telephone: +852 3953 7230
Caution Concerning Forward-Looking
Statements
Statements in this press release that are not historical in
nature constitute forward-looking statements. These forward-looking
statements relate to information or assumptions about the effects
of sales, income, earnings per share, operating income, operating
margin or gross margin improvements or declines, Project Renewal,
capital and other expenditures, cash flow, dividends, restructuring
and other project costs, costs and cost savings, inflation or
deflation, particularly with respect to commodities such as oil and
resin, debt ratings, changes in exchange rates, expected benefits
and financial results from the Jarden transaction and other
recently completed acquisitions and related integration activities
and planned divestitures and management's plans, projections and
objectives for future operations and performance. These statements
are accompanied by words such as “anticipate,” “expect,” “project,”
“will,” “believe,” “estimate” and similar expressions. Actual
results could differ materially from those expressed or implied in
the forward-looking statements. Important factors that could cause
actual results to differ materially from those suggested by the
forward-looking statements include, but are not limited to, our
dependence on the strength of retail, commercial and industrial
sectors of the economy in light of the continuation or escalation
of the global economic slowdown or regional sovereign debt issues;
currency fluctuations; competition with other manufacturers and
distributors of consumer products; major retailers' strong
bargaining power and consolidation of our retail customers; changes
in the prices of raw materials and sourced products and our ability
to obtain raw materials and sourced products in a timely manner
from suppliers; our ability to develop innovative new products and
to develop, maintain and strengthen our end-user brands, including
the ability to realize anticipated benefits of increased
advertising and promotion spend; product liability, product recalls
or regulatory actions; our ability to expeditiously close
facilities and move operations while managing foreign regulations
and other impediments; a failure of one of our key information
technology systems or related controls; our ability to attract,
retain and motivate key employees; future events that could
adversely affect the value of our assets and require impairment
charges; our ability to improve productivity and streamline
operations; changes to our credit ratings; significant increases in
the funding obligations related to our pension plans due to
declining asset values, declining interest rates or otherwise; the
imposition of tax liabilities greater than our provisions for such
matters; the risks inherent in our foreign operations, including
exchange controls and pricing restrictions; our ability to complete
planned divestitures; our ability to successfully integrate
acquired businesses, including the recently acquired Jarden
business; our ability to realize the expected benefits and
financial results from our recently acquired businesses and planned
divestitures; and those factors listed in our filings with the SEC
(including the information set forth under the caption “Risk
Factors” in Newell Brands’ Annual Report on Form 10-K). Changes in
such assumptions or factors could produce significantly different
results. The information contained in this news release is as of
the date indicated. The company assumes no obligation to update any
forward-looking statements contained in this news release as a
result of new information or future events or developments.
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version on businesswire.com: http://www.businesswire.com/news/home/20160926005244/en/
Investor Contact:Newell BrandsNancy O’Donnell, 1
770-418-7723Vice President, Investor
Relationsnancy.odonnell@newellco.comorMedia Contacts:Newell
BrandsTom Sanford, 1 973-600-3880Vice President, Global
Communicationstom.sanford@newellco.comorWeber ShandwickLiz Cohen, 1
212-445-8044liz.cohen@webershandwick.com
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