Current Report Filing (8-k)
March 28 2017 - 6:05AM
Edgar (US Regulatory)
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): March 27, 2017
NEWELL BRANDS INC.
(Exact name of registrant as specified in its charter)
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Delaware
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1-9608
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36-3514169
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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221 River Street
Hoboken, New Jersey 07030
(Address of principal executive offices including zip code)
(201)
610-6600
(Registrants 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 (see General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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As previously announced, the Company commenced cash tender offers (the
Tender Offers) on March 13, 2017 for (i) any and all (the Any and All Offer) of the Companys 6.250% Notes due 2018 (the 2018 Notes) and (ii) up to $825,000,000 (the Maximum Waterfall
Tender Amount) of the Companys 4.700% Notes due 2020, 2.600% Notes due 2019, 3.900% Notes due 2025, 3.150% Notes due 2021, 2.875% Notes due 2019, 4.000% Notes due 2024 and 5.000% Notes due 2023 (collectively, the Waterfall
Notes).
On March 27, 2017, the Company issued a press release announcing that approximately $63,480,000 in principal amount of
the 2018 Notes and approximately $2,479,836,000 in combined aggregate principal amount of the Waterfall Notes were validly tendered and not properly withdrawn on or prior to 5:00 p.m., New York City time, on March 24, 2017 (the Early
Tender Date). Also on March 27, 2017, the Company issued a press release announcing the pricing terms of the tender offers and an increase in the aggregate purchase price of the Waterfall Notes subject to the Maximum Waterfall Tender
Amount from $825,000,000 to $828,000,488. Copies of the Companys press releases announcing the early results and pricing terms of the tender offers are filed as Exhibits 99.1 and 99.2 to this Current Report on Form
8-K,
respectively, and are incorporated herein by reference.
The information contained in this Current
Report on Form
8-K
shall not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The
Tender Offers are being made solely pursuant to an offer to purchase dated March 13, 2017 and related letter of transmittal, which set forth the terms and conditions of the Tender Offers.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
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Number
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Exhibit
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99.1
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Press Release of Newell Brands Inc. announcing early results of its tender offers, dated March 27, 2017.
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99.2
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Press Release of Newell Brands Inc. announcing pricing terms of its tender offers, dated March 27, 2017.
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- 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.
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NEWELL BRANDS INC.
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Dated: March 27, 2017
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By:
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/s/ Bradford R. Turner
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Bradford R. Turner
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Chief Legal Officer and Corporate Secretary
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EXHIBIT INDEX
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Number
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Exhibit
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99.1
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Press Release of Newell Brands Inc. announcing early results of its tender offers, dated March 27, 2017.
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99.2
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Press Release of Newell Brands Inc. announcing pricing terms of its tender offers, dated March 27, 2017.
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