ORLANDO, Fla., May 26, 2020 /PRNewswire/ -- Tupperware
Brands Corporation (NYSE: TUP) (the "Company" or "Tupperware")
today announced the commencement of an offer (the "Tender Offer")
to purchase for cash up to $175
million aggregate principal amount (the "Maximum Tender
Amount") of its outstanding 4.750% Senior Notes due 2021 (the
"Notes"). Approximately $600 million
aggregate principal amount of Notes is currently outstanding. The
Tender Offer is being made on the terms and subject to the
conditions set forth in the offer to purchase, dated May 26, 2020 (as it may be amended, supplemented
or otherwise modified, the "Offer to Purchase").
"Strengthening our balance sheet is a critical objective for
Tupperware and a top priority of the management team," said
Sandra Harris, Chief Financial
Officer of Tupperware. "In recent months we have taken swift
actions to accelerate cost savings and have increased our
turnaround plan commitments in response to COVID-19 and in an
effort to maintain compliance with our debt covenants from our
recently amended credit agreement. We continue to work
proactively with various financial sources and advisors to address
our liquidity and cash flow needs ahead of the June 2021 Senior Notes maturity. The tender offer
we are announcing today is our first important action in this
regard."
Consummation of the Tender Offer and payment for the tendered
Notes is subject to the satisfaction or waiver of certain
conditions described in the Offer to Purchase, including the
Maximum Tender Amount. The Company reserves the right, subject to
applicable law, but is under no obligation, to increase, decrease
or waive the Maximum Tender Amount, in its sole discretion, with or
without extending the Withdrawal Deadline (as defined below) or
otherwise reinstating withdrawal or revocation rights to Holders.
There can be no assurance that the Company will increase, decrease
or waive the Maximum Tender Amount.
The Tender Offer will expire at 11:59
p.m., New York City time,
on June 22, 2020, unless extended or
earlier terminated as described in the Offer to Purchase (such time
and date, as they may be extended, the "Expiration Time"). Notes
tendered may be validly withdrawn at any time at or prior to
5:00 p.m., New York City time, on June 8, 2020 (such date and time, as the same may
be extended, the "Withdrawal Deadline"), but not thereafter, except
in the limited circumstances discussed in the Offer to Purchase.
Holders of the Notes ("Holders") who validly tender and do not
validly withdraw their Notes at or prior to 5:00 p.m., New York
City time, on June 8, 2020
(such date and time, as they may be extended, the "Early Tender
Time"), will be eligible to receive $450.00 (the "Total Consideration") for each
$1,000 principal amount of the Notes
they tender in the Tender Offer and that are accepted for purchase
by the Company in accordance with the conditions of the Tender
Offer described in the Offer to Purchase, including the Maximum
Tender Amount. The Total Consideration includes the "Early Tender
Payment" of $30.00 per $1,000 principal amount of such Notes validly
tendered and not validly withdrawn in the Tender Offer and accepted
for purchase by the Company. Holders who validly tender and do not
validly withdraw their Notes after the Early Tender Time but at or
prior to the Expiration Time, will be eligible to receive only the
Tender Offer Consideration, $420.00
per $1,000 principal amount of Notes,
which equals the Total Consideration reduced by the Early Tender
Payment. The Company reserves the right to amend, extend or
terminate the Tender Offer in its sole discretion at any time.
Holders are urged to read the Offer to Purchase carefully before
making any decision with respect to the Tender Offer.
The Company reserves the option to accept for payment some or
all of the Notes that are validly tendered and not validly
withdrawn at or prior to the Early Tender Time on a date promptly
after the Early Tender Time (the "Early Acceptance Date"). For
Notes tendered at or prior to the Early Tender Time (and not
subsequently validly withdrawn) and accepted by the Company for
purchase, the Company has the option for settlement to occur
promptly after the Early Acceptance Date on the Early Settlement
Date (as defined in the Offer to Purchase), which is expected to be
June 10, 2020, the second business
day following the Early Tender Time. In the event the Tender Offer
is fully subscribed as of the Early Tender Time, the Company
reserves the right, at its option, not to accept any additional
Notes tendered by Holders after the Early Tender Time. All Notes
not accepted on the Early Acceptance Date as a result of proration
will be rejected from the Tender Offer and will be returned to
tendering Holders at the Company's expense promptly following the
earlier of the Expiration Time or the date on which the Tender
Offer is terminated.
The Tender Offer may be subject to proration if the aggregate
principal amount of Notes that is validly tendered is greater than
the Maximum Tender Amount. If the Tender Offer is not fully
subscribed as of the Early Tender Time, all Notes validly tendered
and not validly withdrawn at or prior to the Early Tender Time may
be accepted without proration, provided the conditions to the
Tender Offer are satisfied or waived by the Company. However, if
the Tender Offer is fully subscribed as of the Early Tender Time,
Holders who validly tender their Notes after the Early Tender Time
will not have any of their Notes accepted for purchase. As a
result, each Holder who validly tenders Notes pursuant to the
Tender Offer may have a portion of its Notes returned to it, and
the amount of Notes returned will depend on the level of
participation of Holders in the Tender Offer. Settlement for Notes
tendered after the Early Tender Time, but at or prior to the
Expiration Time, is expected to occur on June 24, 2020, unless extended (such date, as it
may be extended, the "Settlement Date").
Holders whose Notes are accepted by the Company for purchase
pursuant to the Tender Offer, will also be eligible to receive
accrued and unpaid interest on their Notes accepted for purchase,
up to, but excluding, the date of payment of the applicable
consideration.
The Company has engaged Moelis & Company LLC to act as
dealer manager (the "Dealer Manager") in connection with the Tender
Offer and has appointed D.F. King & Co. to serve as the tender
agent and information agent for the Tender Offer. Copies of the
Offer to Purchase are available by contacting D.F. King & Co.
via telephone by calling (800) 207-3159 (toll free) or (212)
269-5550 (for banks and brokers) or email at tup@dfking.com.
Questions regarding the terms of the Tender Offer should be
directed to Moelis & Company LLC at (888) 399-8991 (toll
free).
None of the Company, the guarantor of the Notes, their
respective boards of directors, the Dealer Manager, D.F. King & Co. or the trustee of the Notes,
or any of their respective affiliates, is making any recommendation
as to whether Holders should tender any Notes in response to the
Tender Offer. Holders must make their own decision as to whether to
tender any of their Notes and, if so, the principal amounts of
Notes to tender.
This press release is for informational purposes only and is not
an offer to purchase, a solicitation of an offer to purchase or a
solicitation of consents with respect to any securities. This press
release does not describe all the material terms of the Tender
Offer, and no decision should be made by any Holder on the basis of
this press release. The terms and conditions of the Tender Offer
are described in the Offer to Purchase, and this press release must
be read in conjunction with the Offer to Purchase. The Offer to
Purchase contains important information which should be read
carefully before any decision is made with respect to the Tender
Offer. If any Holder is in any doubt as to the contents of this
press release, or the Offer to Purchase, or the action it should
take, it is recommended to seek its own financial and legal advice,
including in respect of any tax consequences, immediately from its
stockbroker, bank manager, solicitor, accountant or other
independent financial, tax or legal adviser. Any individual or
company whose Notes are held on its behalf by a broker, dealer,
bank, custodian, trust company or other nominee must contact such
entity if it wishes to tender such Notes pursuant to the Tender
Offer.
About Tupperware Brands Corporation
Tupperware Brands Corporation is a leading global manufacturer
and marketer of innovative, premium products through social
selling. Product brands span several categories including
design-centric food preparation, storage and serving solutions for
the kitchen and home through the Tupperware brand and beauty and
personal care products through the Avroy Shlain, Fuller Cosmetics,
NaturCare, Nutrimetics and Nuvo brands. For more information, visit
www.tupperwarebrands.com.
Forward-Looking Statements
This press release contains certain statements that are, or may
be deemed to be, "forward-looking statements." These statements are
not guarantees of future performance and involve certain risks,
uncertainties and assumptions that are difficult to predict. Actual
outcomes and results may differ materially from those expressed in,
or implied by, such forward-looking statements. Words such as
"estimates," "outlook," "guidance," expect," "believe," "intend,"
"designed," "target," "plans," "may," "will," "should," "would,"
"could," and similar words are forward-looking statements and not
historical facts. Such forward-looking statements may include
statements relating to the Company's plan with respect to the
Tender Offer, the expected timing thereof, the consideration
expected to be paid to Holders of the Notes who validly tender and
do not validly withdraw their Notes and the aggregate principal
amount of Notes expected to be purchased in connection with the
Tender Offer, as well as the outcome of any discussions that the
Company may engage in with institutional holders of the Notes.
These forward-looking statements and related assumptions involve
risks and uncertainties that could cause actual results and
outcomes to differ materially from any forward-looking statements
or views expressed herein.
These risks and uncertainties include, but are not limited to,
the following: the effects of natural disasters, terrorist
activities and epidemic or pandemic disease outbreaks, including
the coronavirus ("COVID-19") outbreak; general economic and
political conditions in the United
States and in other countries in which the Company currently
does business, including those resulting from the COVID-19
outbreak, recessions, political events and acts or threats of
terrorism or military conflicts; the success of the Company's
efforts to improve its profitability and liquidity position and any
capital structure actions that it may take; the impact of the
Company's substantial indebtedness, including the effect of the
Company's leverage on its liquidity, financial position and
earnings, and the Company's ability and obligation to make payments
on its indebtedness, which could reduce its financial flexibility
and ability to fund other activities; the Company's access to, and
the costs of, financing and refinancing and the potential that
banks with which the Company maintains lines of credit may be
unable or unwilling to fulfill their commitments; the costs and
covenant restrictions associated with the Company's credit
arrangements and the Notes; the Company's ability to comply with,
or further amend, financial covenants under its credit agreement;
potential downgrades to the Company's credit ratings; successful
recruitment, retention and productivity levels of the Company's
independent sales forces; the ability to attract and retain certain
executive officers and key management personnel and the success of
transitions or changes in leadership or key management personnel;
the success of land buyers in attracting tenants for commercial and
residential development and obtaining required government approvals
and financing; disruptions caused by the introduction of new or
revised distributor operating models or sales force compensation
systems or allegations by equity analysts, former distributors or
sales force members, government agencies or others as to the
legality or viability of the Company's business model, particularly
in India; disruptions caused by
restructuring activities, including facility reductions or
closures, and the combination and exit of business units, including
impacts on business models and the supply chain, as well as not
fully realizing expected savings or benefits related to increasing
sales from actions taken; success of new products and promotional
programs; the ability to implement appropriate product mix and
pricing strategies; governmental regulation of materials used in
products coming into contact with food (e.g., polycarbonate and
polyethersulfone), as well as beauty, personal care, essential oils
and nutritional products; governmental regulation and consumer
tastes related to the use of plastic in products and/or packaging
material; the ability to procure and pay for at reasonable economic
cost, sufficient raw materials and/or finished goods to meet
current and future consumer demands at reasonable suggested retail
pricing levels in certain markets, particularly those with
stringent government regulations and restrictions; the impact of
changes in consumer spending patterns and preferences, particularly
given the global nature of the Company's business; the value of
long-term assets, particularly goodwill and indefinite and
definite-lived intangibles associated with acquisitions, and the
realizability of the value of recognized tax assets; changes in
plastic resin prices, other raw materials and packaging components,
the cost of converting such items into finished goods and procured
finished products and the cost of delivering products to customers;
the introduction of Company operations in new markets outside
the United States; general social,
economic and political conditions in markets, such as in
Argentina, Brazil, China, France, India, Mexico, Russia and Turkey and other countries impacted by such
events; issues arising out of the sovereign debt in the countries
in which the Company operates, such as in Argentina and those in the Euro zone,
resulting in potential economic and operational challenges for the
Company's supply chains, heightened counterparty credit risk due to
adverse effects on customers and suppliers, exchange controls (such
as in Argentina and Egypt) and translation risks due to potential
impairments of investments in affected markets; disruptions
resulting from either internal or external labor strikes, work
stoppages, or similar difficulties, particularly in Brazil, France, India
and South Africa; changes in cash
flow resulting from changes in operating results, including from
changes in foreign exchange rates, restructuring activities,
working capital management, debt payments, share repurchases and
hedge settlements; the impact of currency fluctuations on the value
of the Company's operating results, assets, liabilities and
commitments of foreign operations generally, including their cash
balances during and at the end of quarterly reporting periods, the
results of those operations, the cost of sourcing products across
geographies and the success of foreign hedging and risk management
strategies; the ability to repatriate, or otherwise make available,
cash in the United States and to
do so at a favorable foreign exchange rate and with favorable tax
ramifications, particularly from Brazil, China, India,
Indonesia, Malaysia, Mexico and South
Africa; the ability to obtain all government approvals on,
and to control the cost of infrastructure obligations associated
with, property, plant and equipment; the ability to timely and
effectively implement, transition, maintain and protect necessary
information technology systems and infrastructure; cyberattacks and
ransomware demands that could cause the Company to not be able to
operate its systems and/or access or control its data, including
private data; integration of non-traditional product lines into
Company operations; the effect of legal, regulatory and tax
proceedings, as well as restrictions imposed on the Company's
operations or Company representatives by foreign governments,
including changes in interpretation of employment status of the
sales force by government authorities, exposure to tax
responsibilities imposed on the sales force and their potential
impact on the sales force's value chain and resulting disruption to
the business and actions taken by governments to set or restrict
the freedom of the Company to set its own prices or its suggested
retail prices for product sales by its sales force to end consumers
and actions taken by governments to restrict the ability to convert
local currency to other currencies in order to satisfy obligations
outside the country generally, and in particular in Argentina and Egypt; the effect of competitive forces in the
markets in which the Company operates, particularly related to
sales of beauty, personal care and nutritional products, where
there are a greater number of competitors; the impact of
counterfeit and knocked-off products and programs in the markets in
which the Company operates and the effect this can have on the
confidence of, and competition for, the Company's sales force
members; the impact of changes, changes in interpretation of or
challenges to positions taken by the Company with respect to U.S.
federal, state and foreign tax or other laws, including with
respect to the Tax Act in the United
States and non-income taxes issues in Brazil, India, Indonesia and Mexico; and other risks detailed in the
Company's Annual Report on Form 10-K for the year ended
December 28, 2019, its Quarterly
Report on Form 10-Q for the 13 weeks ended March 28, 2020 and its subsequent periodic
reports filed in accordance with the Securities Exchange Act of
1934, as amended. These statements are representative only as of
the date they are made, and the Company disclaims and does not
undertake any obligation to update or revise any forward-looking
statements in this press release.
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SOURCE Tupperware Brands Corporation