Item 8.01. Other Events.
On June 24, 2020, Tupperware Brands Corporation (the “Company”) issued a press release announcing 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 approximately $600 million aggregate principal amount of outstanding 4.750% Senior Notes due 2021 (the “Notes”) that were validly tendered (and not validly withdrawn) at or prior to 11:59 p.m., New York City time, on June 23, 2020 (the “First Offer Expiration Time”).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to purchase for cash up to the Second Offer Maximum Tender Amount of Notes that were validly tendered (and not validly withdrawn) at or prior to 5:00 p.m., New York City time, on June 23, 2020 (the “Second Offer Early Tender Time”).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aggregate principal amount of Notes less the aggregate principal amount of the Notes validly tendered (and not validly withdrawn) pursuant to the First Offer and accepted for purchase in the Second Offer.
With respect to the Notes validly tendered (and not validly withdrawn) (i) in the First Offer at or prior to the First Offer Expiration Time and (ii) in the Second Offer at or prior to the Second Offer Early Tender Time, the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since Notes have been accepted for purchase under the Second Offer, Notes that were validly tendered (and not validly withdrawn) (i) in the First Offer at or prior to the First Offer Expiration Time and (ii) in the Second Offer at or prior to the Second Offer Early Tender Time will be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“Second Offer Early Tender Payment” of $40.00 per $1,000 principal amount of Notes validly tendered (and not validly withdrawn) in the Second Offer at or prior to the Second Offer Early Tender Time and accepted for purchase by the Company.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 as may be extended or earlier terminated as described in the offer to purchase, dated June 10, 2020 (the “Second Offer to Purchase”), 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. 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.
According to information provided by D.F. King & Co., Inc., the information agent and tender agent for the Tender Offers, as of the First Offer Expiration Time with respect to the First Offer and the Second Offer Early Tender Time with respect to the Second Offer, the Company had received tenders from holders of $97,402,000 in aggregate principal amount of the Notes, representing approximately 16.2% of the total outstanding principal amount of the Notes. The Company will pay the aggregate purchase price for the Notes accepted for purchase in the Tender Offer, including the Second Offer Early Tender Payment and unpaid and accrued interest on the Second Offer Early Settlement Date.
A copy of the press release is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
Forward-Looking Statements
This report 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 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, the timing of such payment and the aggregate principal amount of the Notes expected to be purchased in connection with the Tender Offer. 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 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 Exchange Act. 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 report.