Newell Brands and Carl C. Icahn Align on
Company Strategy and Accelerated Transformation PlanCompany to
Expand Transformation Program, Deleverage, and Strengthen Returns
to ShareholdersFour New Independent Directors Appointed to the
Board of DirectorsPatrick D. Campbell named non-executive Chairman
of the Board
Newell Brands (NYSE: NWL) (the “Company” or “Newell Brands”)
today announced that it entered into a cooperation agreement with
Carl C. Icahn, Chairman of Icahn Enterprises LP (IEP), who
beneficially owns approximately 6.9 percent of the Company’s
outstanding shares.
As part of the agreement with Mr. Icahn, Newell Brands has
agreed to appoint each of the following individuals designated by
Mr. Icahn to the Newell Brands Board of Directors effective
immediately: Patrick Campbell, Brett Icahn, Andrew Langham and
Courtney Mather, with Mr. Campbell elected to serve as the new
Chairman of the Board. These designees will serve alongside James
Craigie, Debra Crew, Michael Polk, Steven Strobel and Michael
Todman on the Newell Brands Board of Directors. In addition, Judith
Sprieser and another independent director nominee to be designated
by Mr. Icahn, and approved by the Board, will be nominated to stand
for election at the 2018 Annual Meeting. Pursuant to the Agreement,
Mr. Icahn has agreed to vote all of his shares in favor of the
Newell Brands nominees at the 2018 Annual Meeting of Stockholders
(the “2018 Annual Meeting”).
In addition, Newell Brands also announced today that it has
expanded its accelerated transformation plan, which remains focused
on creating a company that is simpler, faster and stronger. The
Company believes there are further accretive divestiture
opportunities that will bring the total yield of the accelerated
transformation plan to approximately $10 billion of after-tax
proceeds (although the Company will only make divestitures at
competitive market multiples). The Company reiterated that it will
continue to execute its strategic initiatives, including:
- Optimizing the portfolio to ensure
focus on brands with attractive margins and growth potential in
global categories.
- Driving operational efficiency and
simplifying operations.
- Improving financial flexibility,
increasing free cash flow productivity and returning capital to the
shareholders.
- Capitalizing on Newell’s scale and
differentiated capabilities to drive market share gains through
innovation, eCommerce and international deployment.
The agreement with Mr. Icahn provides that the Company’s Finance
Committee, which will be chaired by Courtney Mather, will oversee,
in addition to its existing responsibilities, the divestitures
contemplated by the Company’s expanded accelerated transformation
plan.
“We are pleased to have reached this agreement with the Newell
Brands Board and I am confident that the entire company will
benefit from the fresh perspectives of these new directors,” said
Mr. Icahn. “IEP in the past has joined boards and greatly enhanced
value for shareholders at numerous companies, including Tropicana,
National Energy, Stratosphere Entertainment, Motorola, Herbalife,
Hologic, eBay/PayPal, Forest Labs, Hain Celestial and Take-Two
Interactive to name only a few of the many. I believe we will be
successful in helping to enhance value in the same way at Newell
Brands. This company has a great stable of brands, and I believe a
streamlined consumer-facing portfolio will help the company focus
on the most important businesses and reignite the performance in
their core businesses. The company is significantly undervalued
today, and I believe this new Board will help the management team
generate significant value for shareholders, first through an
expanded transformation plan and then through strengthened
underlying performance. Michael Polk and the rest of the management
team now have a solid strategy in place which we support and
believe will result in strengthened performance over time.”
“We look forward to welcoming Patrick, Brett, Andrew and
Courtney to the Newell Brands Board of Directors,” said Mr. Polk,
Chief Executive Officer of Newell Brands. “Their collective
expertise will complement the Board’s already-significant
experience and will serve us well as we continue to execute on our
accelerated transformation plan. Our agreement with Carl Icahn
reflects our shared understanding of the complexity of our business
and our strategy to win in the rapidly changing retail landscape.
On behalf of Newell Brands, I look forward to working with our
Board of Directors to strengthen financial and operational
performance and advance our shared goal of creating shareholder
value.”
Mr. Polk added, “I want to extend our thanks and well-wishes to
our Directors who have agreed to step down in connection with the
execution of this cooperation agreement. All have been steadfast
and energetic supporters of the company, our business strategy and
accelerated transformation plan. We are stronger for having had
their leadership and counsel.”
With these immediate changes, and the expected election of Ms.
Sprieser and an additional independent nominee at the 2018 Annual
Meeting, Newell Brand’s Board will comprise 11 highly qualified and
experienced directors, 10 of whom will be independent and all of
whom will be seasoned leaders. The entire Newell Board is actively
engaged and has a broad range of valuable perspectives. They bring
experience in global leadership, supply chain management, finance,
marketing, global brand management, legal, product development,
internet and mobile media business, consumer, retail and industrial
markets, manufacturing and other areas critical to Newell Brands’
business.
Goldman Sachs & Co. and Deutsche Bank Securities Inc. are
acting as financial advisors to Newell Brands, and Jones Day is
acting as legal counsel.
About Patrick D. Campbell
Patrick D. Campbell is the retired senior vice president and
chief financial officer of 3M Company, a diversified global
technology company, a position he held from 2002 to 2011. Prior to
his tenure with 3M, Mr. Campbell was vice president of
international and Europe for General Motors Corporation, where he
served in various finance functions during his 25 years with the
company. Mr. Campbell has served as a director of: Stanley Black
& Decker, Inc., a tool manufacturer, since 2008 (including as
lead independent director from 2013 to 2015); SPX FLOW, Inc., a
manufacturer of specialty fluid components and solutions, since its
spin-off from SPX Corporation in September 2015; and Herc Holdings
Inc., an international provider of equipment rental and services,
since its spin-off from Hertz Global Holdings, Inc. in June 2016.
Mr. Campbell served as a director of SPX Corporation, a supplier of
highly engineered HVAC products, detection and measurement
technologies and power equipment, from March 2014 to September 2015
and a director of Solera Holdings Inc., a provider of risk and
asset management software and services to the automotive and
property marketplace, from October 2014 to March 2016, when it was
acquired by a third party.
About Brett Icahn
Brett Icahn is currently a consultant for Icahn Enterprises L.P.
(a diversified holding company engaged in a variety of businesses,
including investment, automotive, energy, gaming, railcar, food
packaging, metals, mining, real estate and home fashion), where he
exclusively provides investment advice to Carl C. Icahn with
respect to the investment strategy for Icahn Enterprises’
Investment segment and with respect to capital allocation across
Icahn Enterprises’ various operating subsidiaries. From 2010 to
2016, Mr. Icahn was responsible for co-executing an investment
strategy across all industries as a Portfolio Manager of Icahn
Capital’s Sargon Portfolio, which had an annualized return of
approximately 27% during that period. From 2002 to 2010, Mr. Icahn
served as an investment analyst for Icahn Capital LP and in a
variety of investment advisory roles for Carl C. Icahn. Mr. Icahn
was previously a director of: Nuance Communications, Inc., a
provider of voice and language solutions, from October 2013 to
March 2016; Voltari Corporation, a mobile data services provider,
from January 2010 to August 2014; American Railcar Industries,
Inc., a railcar manufacturing company, from January 2007 to June
2014; Cadus Corporation, a company engaged in the acquisition of
real estate for renovation or construction and resale, from January
2010 to February 2014; Take-Two Interactive Software Inc., a
publisher of interactive entertainment products, from April 2010 to
November 2013; and The Hain Celestial Group, Inc., a natural and
organic products company, from July 2010 to November 2013. American
Railcar, Cadus and Voltari are each indirectly controlled by Carl
C. Icahn. Carl C. Icahn also has or previously had non−controlling
interests in Nuance, Hain Celestial and Take-Two through the
ownership of securities. Brett Icahn is Carl C. Icahn’s son. Mr.
Icahn received a B.A. from Princeton University.
About Andrew Langham
Andrew Langham has been General Counsel of Icahn Enterprises
L.P. (a diversified holding company engaged in a variety of
businesses, including investment, automotive, energy, gaming,
railcar, food packaging, metals, mining, real estate and home
fashion) since 2014. From 2005 to 2014, Mr. Langham was Assistant
General Counsel of Icahn Enterprises. Prior to joining Icahn
Enterprises, Mr. Langham was an associate at Latham & Watkins
LLP focusing on corporate finance, mergers and acquisitions, and
general corporate matters. Mr. Langham has been a director of:
Cheniere Energy, Inc., a developer of natural gas liquefaction and
export facilities and related pipelines, since 2017; Welbilt, Inc.
(formerly known as Manitowoc Foodservice, Inc.), a commercial
foodservice equipment manufacturer, since 2016; CVR Partners LP, a
nitrogen fertilizer company, since 2015; and CVR Refining, LP, an
independent downstream energy limited partnership, since 2014. Mr.
Langham was previously a director of: CVR Energy, Inc., a
diversified holding company primarily engaged in the petroleum
refining and nitrogen fertilizer manufacturing industries, from
2014 to 2017; and Freeport-McMoRan Inc., the world’s largest
publicly traded copper producer, from 2015 to 2018. CVR Partners,
CVR Refining and CVR Energy are each indirectly controlled by Carl
C. Icahn. Mr. Icahn also has non-controlling interests in Cheniere,
Welbilt and Freeport-McMoRan through the ownership of securities.
Mr. Langham received a B.A. from Whitman College, and a J.D. from
the University of Washington.
About Courtney R. Mather
Courtney R. Mather, CAIA, CFA has served as Portfolio Manager of
Icahn Capital, the entity through which Carl C. Icahn manages
investment funds, since December 2016, and was previously Managing
Director of Icahn Capital from April 2014 to November 2016. Mr.
Mather is responsible for identifying, analyzing, and monitoring
investment opportunities and portfolio companies for Icahn Capital.
Prior to joining Icahn Capital, Mr. Mather was at Goldman Sachs
& Co. from 1998 to 2012, most recently as Managing Director
responsible for Private Distressed Trading and Investing, where he
focused on identifying and analyzing investment opportunities for
both Goldman Sachs and clients. Mr. Mather has been a director of:
Conduent Incorporated, a provider of business process outsourcing
services, since December 2016; Herc Holdings Inc., an international
provider of equipment rental and services, since June 2016; TER
Holdings I, Inc. (formerly known as Trump Entertainment Resorts,
Inc.), a company engaged in the business of owning and operating
casinos and resorts, since February 2016; Freeport-McMoRan Inc.,
the world’s largest publicly traded copper producer, since October
2015; and Ferrous Resources Limited, an iron ore mining company
with operations in Brazil, since June 2015. Mr. Mather was
previously a director of: Federal-Mogul Holdings Corporation, a
supplier of automotive powertrain and safety components, from May
2015 to January 2017; Viskase Companies Inc., a meat casing
company, from June 2015 to March 2016; American Railcar Industries,
Inc., a railcar manufacturing company, from July 2014 to March
2016; CVR Refining, LP, an independent downstream energy limited
partnership, from May 2014 to March 2016; and CVR Energy, Inc., a
diversified holding company primarily engaged in the petroleum
refining and nitrogen fertilizer manufacturing industries, from May
2014 to March 2016. TER Holdings, Ferrous Resources Limited,
Federal-Mogul, American Railcar Industries, CVR Refining, CVR
Energy and Viskase are each indirectly controlled by Carl C. Icahn.
Mr. Icahn also has a non-controlling interest in each of Conduent,
Herc Holdings, and Freeport-McMoRan through the ownership of
securities. Mr. Mather received a B.A. from Rutgers College, and
attended the United States Naval Academy. Mr. Mather holds the
Chartered Alternative Investment Analyst (CAIA) and Chartered
Financial Analyst (CFA) professional designations.
About Newell Brands
Newell Brands (NYSE: 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®,
Jostens®, Marmot®, Rawlings®, Oster®, Sunbeam®, FoodSaver®, Mr.
Coffee®, Rubbermaid Commercial Products®, Graco®, Baby Jogger®,
NUK®, Calphalon®, Rubbermaid®, Contigo ®, First Alert®, Waddington
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.
Additional Information
In connection with Newell Brands’ 2018 Annual Meeting of
Shareholders, Newell Brands will file with the U.S. Securities and
Exchange Commission (the “SEC”) and mail to the shareholders of
record entitled to vote at the 2018 Annual Meeting a definitive
proxy statement and other documents, including a WHITE proxy card.
SHAREHOLDERS ARE ENCOURAGED TO READ THE PROXY STATEMENT AND ALL
OTHER RELEVANT DOCUMENTS WHEN FILED WITH THE SEC AND WHEN THEY
BECOME AVAILABLE BECAUSE THOSE DOCUMENTS WILL CONTAIN IMPORTANT
INFORMATION. When filed with the SEC, the definitive proxy
statement and WHITE proxy card will also be mailed to shareholders
of record. Investors and other interested parties will be able to
obtain the documents free of charge at the SEC’s website,
www.sec.gov, or from Newell Brands at its website,
www.newellbrands.com, or through a request in writing sent to
Newell Brands at 221 River Street, Hoboken, New Jersey, 07030,
Attention: General Counsel.
Participants in Solicitation
The Company and its directors and executive officers may be
deemed to be participants in the solicitation of proxies in
connection with the 2018 Annual Meeting. The participants in the
solicitation of proxies in connection with the 2018 Annual Meeting
are currently anticipated to be the Company, Patrick D. Campbell,
James R. Craigie, Debra A. Crew, Brett Icahn, Carl Icahn, Andrew
Langham, Courtney R. Mather, Michael B. Polk, Judith A. Sprieser,
Steven J. Strobel, Michael A. Todman, Ralph Nicoletti, Mark S.
Tarchetti, William A. Burke, Bradford Turner, Nancy O’Donnell and
Sofya Tsinis.
As of the date hereof, Mr. Craigie beneficially owns 3,175
shares of common stock of the Company, par value $1.00 (the “Common
Stock”), which includes 1,594 shares held in trusts, 797 shares
each, for the benefit of Mr. Craigie’s children. Ms. Crew
beneficially owns 30 shares of Common Stock. Mr. Brett Icahn
beneficially owns 500,000 shares of Common Stock, 250,000 of which
he beneficially owns through a charitable foundation. Mr. Carl
Icahn beneficially owns 33,293,013 shares of Common Stock, as
described in a Schedule 13D filed with the Securities and Exchange
Commission (the “SEC”) on March 16, 2018. Mr. Polk beneficially
owns 1,353,392 shares of Common Stock, which includes 225,872
shares of Common Stock issuable pursuant to stock options and RSUs
currently exercisable or exercisable or vesting within 60 days and
includes 332,925 shares held in grantor retained annuity trusts for
the benefit of Mr. Polk’s children and 47,303 shares held in trust
by Mr. Polk’s wife. Mr. Strobel beneficially owns 50,707 shares of
Common Stock. Mr. Todman beneficially owns 54,949 shares of Common
Stock. Mr. Nicoletti beneficially owns 14,788 shares of Common
Stock, which includes 25 shares held in a revocable trust by Mr.
Nicoletti’s wife, 193 shares in an IRA and 14,570 held in a
revocable trust. Mr. Tarchetti beneficially owns 260,949 shares of
Common Stock. Mr. Burke beneficially owns 175,046 shares of Common
Stock. Mr. Turner beneficially owns 14,134 shares of Common Stock.
Ms. O’Donnell beneficially owns 6,855 shares of Common Stock. As of
the date hereof, Messrs. Campbell, Langham and Mather, Ms. Sprieser
and Ms. Tsinis do not beneficially own any shares of Common
Stock
Certain information concerning these participants is also set
forth in the Company’s definitive proxy statement, dated March 30,
2017, for its 2017 annual meeting of shareholders as filed with the
SEC on Schedule 14A and the Company’s Current Reports, dated August
24, 2017, January 21, 2018, February 16, 2018, February 22, 2018
and March 19, 2018, as filed with the SEC on Form 8-K. Additional
information regarding the interests of these participants in the
solicitation of proxies in respect of the 2018 Annual Meeting and
other relevant materials will be filed with the SEC when they
become available.
Caution Concerning Forward-Looking Statements
Statements in this press release, other than those of historical
fact, particularly those anticipating future financial performance,
business prospects, growth, operating strategies and similar
matters, are forward-looking statements within the meaning of the
U.S. Private Securities Litigation Reform Act of 1995 and other
federal securities laws. These statements generally can be
identified by the use of words such as “intend,” “anticipate,”
“believe,” “estimate,” “project,” “target,” “plan,” “expect,”
“will,” “should,” “would” or similar statements. The Company
cautions that forward-looking statements are not guarantees because
there are inherent difficulties in predicting future results. In
addition, there are no assurances that the Company will complete
any or all of the potential transactions, and other initiatives
referenced in this release. Actual results may 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:
- uncertainties regarding future actions
that may be taken by Starboard Value LP (together with its
affiliates, “Starboard”) in furtherance of its stated intention to
nominate director candidates for election at Newell Brands’ 2018
Annual Meeting;
- potential operational disruption caused
by Starboard’s actions that may make it more difficult to maintain
relationships with customers, employees or suppliers;
- the Company’s dependence on the
strength of retail, commercial and industrial sectors of the
economy in various parts of the world;
- competition with other manufacturers
and distributors of consumer products;
- major retailers’ strong bargaining
power and consolidation of the Company’s customers;
- the Company’s ability to improve
productivity, reduce complexity and streamline operations;
- the Company’s ability to develop
innovative new products, to develop, maintain and strengthen
end-user brands and to realize the benefits of increased
advertising and promotion spend;
- risks related to the Company’s
substantial indebtedness, potential increases in interest rates or
changes in the Company’s credit ratings;
- the Company’s ability to effectively
accelerate its transformation plan and explore and execute its
strategic options;
- the Company’s ability to complete
planned acquisitions and divestitures, to integrate Jarden and
other acquisitions and unexpected costs or expenses associated with
acquisitions or dispositions;
- changes in the prices of raw materials
and sourced products and the Company’s ability to obtain raw
materials and sourced products in a timely manner;
- the risks inherent to the Company’s
foreign operations, including currency fluctuations, exchange
controls and pricing restrictions;
- a failure of one of the Company’s key
information technology systems or related controls;
- future events that could adversely
affect the value of the Company’s assets and require impairment
charges;
- the impact of United States or foreign
regulations on the Company’s operations, including environmental
remediation costs;
- the potential inability to attract,
retain and motivate key employees;
- the resolution of tax contingencies
resulting in additional tax liabilities;
- product liability, product recalls or
related regulatory actions;
- the Company’s ability to protect its
intellectual property rights;
- significant increases in the funding
obligations related to the Company’s pension plans; and
- other factors listed from time to time
in the Company’s filings with the SEC including, but not limited
to, the Company’s most recent Annual Report on Form 10-K.
The information contained in this press release is as of the
date indicated. The Company assumes no obligation to update any
forward-looking statements as a result of new information, future
events or developments.
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version on businesswire.com: https://www.businesswire.com/news/home/20180319005528/en/
Investors:Newell BrandsNancy O’Donnell, +1
201-610-6857SVP, Investor Relations and
CorporateCommunicationsnancy.odonnell@newellco.comorMorrow
SodaliCharlie Koons / Mike Verrechia, +1
212-300-2473NWLinfo@morrowsodali.comorMedia:Newell
BrandsMichael Sinatra, +1 551- 574-8031Director,
ExternalCommunicationsmichael.sinatra@newellco.comorJoele Frank,
Wilkinson Brimmer KatcherJoele Frank/Jim Golden / Ed Trissel, +1
212-355-4449ETrissel@joelefrank.com
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