ORLANDO, Fla., June 11, 2020 /PRNewswire/ -- Tupperware
Brands Corporation (NYSE: TUP) (the "Company" or "Tupperware")
today announced (i) the early tender results of its previously
announced offer (the "Existing Offer") to purchase for cash up to
$175 million aggregate principal
amount (the "Existing Offer Maximum Tender Amount") of its
outstanding 4.750% Senior Notes due 2021 (the "Notes") that were
validly tendered (and not validly withdrawn) at or prior to
5:00 p.m., New York City time, on June 8, 2020 (the "Existing Offer Early Tender
Time"), and (ii) the extension of the Existing Offer expiration
date.
The Company also announced the commencement of a second offer
(the "New Offer" and, together with the Existing Offer, the "Tender
Offers") to purchase for cash up to the New Offer Maximum Tender
Amount of Notes. The "New Offer Maximum Tender Amount" is
$175 million aggregate principal
amount of Notes less the aggregate principal amount of the Notes
validly tendered (and not validly withdrawn) pursuant to the
Existing Offer and accepted for purchase in the New Offer. The
amount of Notes purchased in the New Offer will be based on the
order of priority described herein and in the New Offer to Purchase
(as defined below).
Existing Offer Early Tender Results and Extension of
Expiration Date
The Existing Offer is being made on the terms and subject to the
conditions set forth in the offer to purchase, dated May 26, 2020 (as amended and as may be further
amended, extended, supplemented or otherwise modified, the
"Existing Offer to Purchase"). The withdrawal deadline of
5:00 p.m., New York City time, on June 8, 2020 (the "Existing Withdrawal Deadline")
has passed and, accordingly, the Notes which have been validly
tendered (and not validly withdrawn at or prior to the Existing
Withdrawal Deadline) in the Existing Offer may no longer be
withdrawn except in certain limited circumstances where additional
withdrawal rights are required by law. Subject to applicable law,
the Company has reserved the absolute right, in its sole
discretion, to at any time (i) waive any and all conditions to the
Existing Offer, (ii) extend, terminate or withdraw the Existing
Offer, (iii) increase, decrease or waive the Existing Offer Maximum
Tender Amount or (iv) otherwise amend the Existing Offer in any
respect.
The following table sets forth certain information regarding the
Notes and the Existing Offer, including the principal amount of
Notes that were validly tendered (and not validly withdrawn on or
prior to the Existing Withdrawal Deadline) as of the Existing Offer
Early Tender Time according to D.F. King & Co., the tender
agent and information agent for the Existing Offer:
CUSIP No. /
ISIN
|
Title
of
Security
|
Aggregate
Principal Amount
Tendered
(1)
|
Aggregate
Principal Amount
Outstanding
(2)
|
899896AC8 /
US899896AC81 (Registered)
U87375AA6 /
USU87375AA62 (Reg. S)
|
4.750% Senior Notes
due 2021
|
$64,047,000
$0
|
$599,750,000
$250,000
|
(1) As of the Existing Offer Early Tender
Time.
(2) As of May 26,
2020.
No additional Notes have been tendered in the Existing Offer
since the Existing Offer Early Tender Time.
The Company also amended the Existing Offer to Purchase to
extend the expiration time to 11:59
p.m., New York City time,
on June 23, 2020, unless earlier
terminated as described in the Existing Offer to Purchase (such
time and date, the "Existing Offer Expiration Time"). The final
acceptance date and the final settlement date are expected to be
June 24, 2020 and June 25, 2020 (the "Existing Offer Final
Settlement Date"), respectively.
All of the other terms of the Existing Offer remain the same;
provided that if Notes are accepted for purchase under the New
Offer, Notes that were validly tendered (and not validly withdrawn)
in the Existing Offer prior to the Existing Offer Expiration Time
will be accepted for purchase by the Company in the New Offer for
$575 (the "New Offer Total
Consideration") for each $1,000
principal amount of such Notes. If the New Offer is not
consummated, holders of Notes ("Holders") who validly tender
(and do not validly withdraw) their Notes in the Existing Offer
prior to the Existing Offer Expiration Time and whose Notes are
accepted for purchase by the Company will receive the consideration
set forth in the Existing Offer to Purchase.
The Company expects to make payment for all Notes validly
tendered before the Existing Offer Expiration Time and accepted for
purchase on the Existing Offer Final Settlement Date. All payments
for the Notes purchased will also include accrued and unpaid
interest on the principal amount of Notes purchased from the last
interest payment date up to, but not including, the Existing Offer
Final Settlement Date.
Commencement of New Offer
Consummation of the New Offer and payment for the tendered Notes
are made on the terms and subject to the satisfaction or waiver of
certain conditions described in the offer to purchase, dated
June 10, 2020 (the "New Offer to
Purchase" and, together with the Existing Offer to Purchase, the
"Offers to Purchase"), including the New Offer Maximum Tender
Amount, and there being validly tendered (and not validly
withdrawn) at least $140 million in
aggregate principal amount of the Notes in the New Offer (such
amount as it may be increased or decreased by the Company in its
sole discretion, the "Minimum Tender Condition"). The Company
reserves the right, subject to applicable law, but is under no
obligation, to increase, decrease or waive the New Offer Maximum
Tender Amount and/or the Minimum Tender Condition, in its sole
discretion, with or without extending the New Offer 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 New Offer Maximum
Tender Amount and/or the Minimum Tender Condition. The Company does
not expect to extend or amend the Offer except under certain
limited circumstances, subject to applicable law.
The New Offer will expire at 11:59
p.m., New York City time,
on July 8, 2020, unless extended or
earlier terminated as described in the New Offer to Purchase (such
time and date, as they may be extended, the "New Offer 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 23, 2020 (such date and time, as the same
may be extended, the "New Offer Withdrawal Deadline"), but not
thereafter, except in the limited circumstances discussed in the
New Offer to Purchase. 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 23, 2020
(such date and time, as they may be extended, the "New Offer Early
Tender Time"), will be eligible to receive $575 for each $1,000 principal amount of the Notes they tender
in the New Offer and that are accepted for purchase by the Company
in accordance with the conditions of the New Offer described in the
New Offer to Purchase, including the New Offer Maximum Tender
Amount and the Minimum Tender Condition. The New Offer Total
Consideration includes the "New Offer Early Tender Payment" of
$40.00 per $1,000 principal amount of such Notes validly
tendered and not validly withdrawn in the New Offer and accepted
for purchase by the Company. Holders who validly tender and do not
validly withdraw their Notes after the New Offer Early Tender Time
but at or prior to the New Offer Expiration Time, will be eligible
to receive only $535 per $1,000 principal amount of Notes, which equals
the New Offer Total Consideration reduced by the New Offer Early
Tender Payment. The Company reserves the right to amend, extend or
terminate the New Offer in its sole discretion at any time. Holders
are urged to read the New Offer to Purchase carefully before making
any decision with respect to the New Offer.
The Company will only accept for purchase an aggregate principal
amount of Notes validly tendered (and not validly withdrawn) in the
New Offer up to the New Offer Maximum Tender Amount. The aggregate
principal amount of Notes that is purchased in the New Offer will
be based on the order of priority (the "Acceptance Priority
Level"), as set forth in the table below. Notes with the
first Acceptance Priority Level will be purchased before those with
the second Acceptance Priority Level and those with the second
Acceptance Priority Level will be purchased before those with the
third Acceptance Priority Level.
Tender
Offer
|
Date of
Tender
|
Acceptance
Priority Level
|
|
The Existing
Offer(1)
|
Prior to Existing
Offer Priority Time
|
1
|
|
The Existing
Offer
|
Prior to Existing
Offer Expiration Time
|
2
|
|
The New
Offer
|
Prior to New Offer
Early Tender Time
|
2
|
|
The New
Offer
|
Prior to New Offer
Expiration Time
|
3
|
|
|
|
|
|
|
|
|
|
|
(1)
|
$64,047,000 in
aggregate principal amount of Notes was validly tendered (and not
validly withdrawn) in the Existing Offer at or prior to the
Existing Offer Early Tender Time. The withdrawal deadline for the
Existing Offer has passed and, accordingly, the Notes which have
been validly tendered (and not validly withdrawn at or prior to
such deadline) in the Existing Offer may no longer be withdrawn
except in certain limited circumstances where additional withdrawal
rights are required by law. The Company expects to make payment for
such Notes on June 25, 2020.
|
If the aggregate principal amount of Notes tendered in the New
Offer exceeds the New Offer Maximum Tender Amount, only
$175,000,000 in aggregate principal
amount of Notes will be accepted for purchase in the New Offer, in
the following order:
- First, the Company will purchase the Notes validly tendered
(and not validly withdrawn) in the Existing Offer at or prior to
11:59 p.m., New York City time, on June 10, 2020 (such date and time, as the same
may be extended, the "Existing Offer Priority Time").
$64,047,000 in aggregate principal
amount of Notes was validly tendered (and not validly withdrawn) in
the Existing Offer at or prior to the Existing Offer Early Tender
Time.
- Second, the Company will purchase (i) the Notes validly
tendered (and not validly withdrawn) in the Existing Offer after
the Existing Offer Priority Time and at or prior to the Existing
Offer Expiration Time and (ii) the Notes validly tendered (and not
validly withdrawn) in the New Offer at or prior to the New Offer
Early Tender Time (in the case of clause (i) and (ii), on a pro
rata basis, if purchasing all such Notes will result in the Maximum
Tender Amount being exceeded).
- Third, the Company will purchase the Notes validly tendered
(and not validly withdrawn) in the New Offer after the New Offer
Early Tender Time and at or prior to the New Offer Expiration
Time.
With respect to the Notes tendered in the New 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 New Offer Early Tender Time on a date promptly after the New
Offer Early Tender Time (the "New Offer Early Acceptance Date").
For Notes tendered at or prior to the New Offer 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 New Offer Early Acceptance Date on the New
Offer Early Settlement Date (as defined in the New Offer to
Purchase), which is expected to be June 25,
2020, the second business day following the New Offer Early
Tender Time. In the event the New Offer is fully subscribed as of
the New Offer Early Tender Time, the Company reserves the right, at
its option, not to accept any additional Notes tendered by Holders
after the New Offer Early Tender Time. All Notes not accepted on
the New Offer Early Acceptance Date as a result of proration will
be rejected from the New Offer and will be returned to tendering
Holders at the Company's expense promptly following the earlier of
the New Offer Expiration Time or the date on which the New Offer is
terminated.
The New Offer may be subject to proration, in the priority
described above, if the aggregate principal amount of Notes that is
validly tendered exceeds the New Offer Maximum Tender Amount. In
such case, the Company will determine the final proration factor
for Notes as soon as practicable after the New Offer Early Tender
Time and will announce the results of proration by press release
promptly after the New Offer Early Settlement Date (as defined
below). If the New Offer is not fully subscribed as of the New
Offer Early Tender Time, all Notes validly tendered and not validly
withdrawn at or prior to the New Offer Early Tender Time may be
accepted without proration, provided the conditions to the New
Offer, including, without limitation, the Minimum Tender Condition,
are satisfied or waived by the Company. However, if the New Offer
is fully subscribed as of the New Offer Early Tender Time, Holders
who validly tender their Notes after the New Offer 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 New
Offer may have a portion of its Notes returned to it. Settlement
for Notes tendered after the New Offer Early Tender Time, but at or
prior to the New Offer Expiration Time, is expected to occur on
July 10, 2020, unless extended (such
date, as it may be extended, the "New Offer Settlement Date").
Holders whose Notes are accepted by the Company for purchase
pursuant to the New 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 New
Offer and has appointed D.F. King & Co. to serve as the
tender agent and information agent for the New Offer. Copies of the
Offers 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 via email at
tup@dfking.com. Questions regarding the terms of the Existing Offer
and the New 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 Offers. 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
Offers, and no decision should be made by any Holder on the basis
of this press release. The terms and conditions of the Tender
Offers are described in the respective Offers to Purchase, and this
press release must be read in conjunction with such Offers to
Purchase. The Offers to Purchase contain important information
which should be read carefully before any decision is made with
respect to the Tender Offers. If any Holder is in any doubt as to
the contents of this press release, or the Offers 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 Offers.
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 Offers, 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 Offers. 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.
View original content to download
multimedia:http://www.prnewswire.com/news-releases/tupperware-brands-corporation-commences-second-cash-tender-offer-tupperware-brands-corporation-announces-early-tender-result-and-extension-of-expiration-date-no-further-amendments-anticipated-301074399.html
SOURCE Tupperware Brands Corporation