ORLANDO, Fla., June 24, 2020 /PRNewswire/ -- Tupperware
Brands Corporation (NYSE: TUP) (the "Company" or "Tupperware")
today announced the expiration and final tender results of its
previously announced offer (the "First Offer") to purchase for cash
up to $175 million aggregate
principal amount of its outstanding 4.750% Senior Notes due 2021
(the "Notes") that were validly tendered (and not validly
withdrawn) at or prior to 11:59 p.m.,
New York City time, on
June 23, 2020 (the "First Offer
Expiration Time").
The Company also announced the early tender results of its
previously announced offer (the "Second Offer" and, together with
the First Offer, the "Tender Offers") to purchase for cash up to
the Second Offer Maximum Tender Amount of Notes that were validly
tendered (and not validly withdrawn) at or prior to 5:00 p.m., New York
City time, on June 23, 2020
(the "Second Offer Early Tender Time"). The "Second 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amount of the Notes validly tendered (and not validly withdrawn)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 First Offer and accepted for purchase in the Second
Offer.
With respect to the Notes validly tendered (and not validly
withdrawn) (i) in the First Offer at or prior to the First Offer
Expiration Time and (ii) in the Second Offer at or prior to the
Second Offer Early Tender Time, the Company will accept such Notes
for purchase in the Second Offer and elect to make payment for such
Notes on June 25, 2020 (the "Second
Offer Early Settlement Date"). As previously announced, since Notes
have been accepted for purchase under the Second Offer, Notes that
were validly tendered (and not validly withdrawn) (i) in the First
Offer at or prior to the First Offer Expiration Time and (ii) in
the Second Offer at or prior to the Second Offer Early Tender Time
will be accepted for purchase by the Company in the Second Offer
for the "Second Offer Total Consideration" of $575 for each $1,000 principal amount of such Notes. The Second
Offer Total Consideration includes the "Second Offer Early Tender
Payment" of $40.00 per $1,000 principal amount of Notes validly tendered
(and not validly withdrawn) in the Second Offer at or prior to the
Second Offer Early Tender Time and accepted for purchase by the
Company.
Holders of Notes ("Holders") who validly tender (and do not
validly withdraw) their Notes in the Second Offer after the Second
Offer Early Tender Time but at or prior to 11:59 p.m., New York
City time, on July 8, 2020
(such date and time, as they may be extended or earlier terminated
as described in the Second Offer to Purchase (as defined below),
the "Second Offer Expiration Time"), will be eligible to receive
only the "Second Offer Tender Offer Consideration" of $535 per $1,000
principal amount of Notes, which equals the Second Offer Total
Consideration reduced by the Second Offer Early Tender Payment. All
payments for the Notes purchased in connection with the Second
Offer Early Settlement Date 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 Second Offer
Early Settlement Date. The Second Offer was conditioned upon there
being validly tendered (and not validly withdrawn) in the Second
Offer at least $140 million in
aggregate principal amount of the Notes (the "Minimum Tender
Condition"), but the Minimum Tender Condition was waived.
The First 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, the "First Offer to
Purchase"). Consummation of the First Offer and payment for the
tendered Notes is subject to the satisfaction or waiver of certain
conditions described in the First Offer to Purchase.
The Second Offer is being made on the terms and subject to the
conditions set forth in the offer to purchase, dated June 10, 2020 (as amended and as may be further
amended, extended, supplemented or otherwise modified, the "Second
Offer to Purchase" and, together with the First Offer to Purchase,
the "Offers to Purchase"). Consummation of the Second Offer and
payment for the tendered Notes is subject to the satisfaction or
waiver of certain conditions described in the Second Offer to
Purchase.
The withdrawal deadline of 5:00
p.m., New York City time,
on June 23, 2020 (the "Second Offer
Withdrawal Deadline") has passed and, accordingly, the Notes that
have been validly tendered (and not validly withdrawn) in the
Second Offer may no longer be withdrawn. 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
Second Offer, (ii) extend, terminate or withdraw the Second Offer,
(iii) increase, decrease or waive the Second Offer Maximum Tender
Amount, with or without extending the Second Offer Withdrawal
Deadline, or (iv) otherwise amend the Second Offer in any
respect.
The following table sets forth certain information regarding the
Notes and the First Offer and the Second Offer, including the
principal amount of Notes that were validly tendered (and not
validly withdrawn) as of the First Offer Expiration Time and the
Second Offer Early Tender Time, respectively, according to D.F.
King & Co., the tender agent and information agent for the
Tender Offers:
CUSIP No. /
ISIN
|
Aggregate
Principal
Amount
Outstanding(1)
|
Title
of
Security
|
Tender
Offer
|
Date of
Tender
|
Aggregate
Principal
Amount
Tendered
|
Aggregate
Principal
Amount Accepted
|
899896AC8 /
US899896AC81
(Registered)
U87375AA6 /
USU87375AA62
(Reg. S)
|
$599,750,000
$250,000
|
4.750%
Senior Notes
due 2021
|
First
Offer
|
At or prior to First
Offer
Expiration Time
|
$64,752,000
|
$64,752,000
|
Second
Offer
|
At or prior to Second
Offer
Early Tender Time
|
$32,650,000
|
$32,650,000
|
Total
|
$97,402,000
|
$97,402,000
|
(1) As of May 26,
2020.
The Second Offer will expire at the Second Offer Expiration Time
of 11:59 p.m., New York City time, on July 8, 2020, unless extended or earlier
terminated as described in the Second Offer to Purchase.
The Company has engaged Moelis & Company LLC to act as
dealer manager (the "Dealer Manager") in connection with the Tender
Offers and has appointed D.F. King & Co. to serve as the tender
agent and information agent for the Tender Offers. 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 email at tup@dfking.com.
Questions regarding the terms of the First Offer and the Second
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.
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