Newell Brands announces tender offers for four series of notes

By Sarah Lizee

Olympia, Wash., Oct. 1 – Newell Brands Inc. began tender offers for four series of notes, according to a company news release.

In the any-and-all offer, the company is offering to purchase any and all of its $350 million of 2.875% notes due 2019.

The company intends to call for redemption any 2.875% notes not tendered in the offer.

In the waterfall offer, the company is offering to purchase the following three series of notes for an aggregate purchase price of up to $650 million: $1 billion 3.15% notes due 2021, $1.75 billion 3.85% notes due 2023 and $2 billion 4.2% notes due 2026.

The company will accept no more than $100 million principal amount of the 4.2% notes.

The early tender deadline is 5 p.m. ET on Oct. 15, and the tender offers will expire at midnight ET at the end of Oct. 29.

Holders who tender by the early tender deadline will receive the applicable total consideration, which includes an early tender premium of $30 per $1,000 principal amount of notes.

The company will also pay accrued interest up to but excluding the settlement date.

The prices to be paid will be determined at 11 a.m. ET on the business day following the early tender deadline. They will be calculated on the basis of the yield to the applicable call or maturity date of the applicable reference security and a fixed spread.

The reference security is the 1.375% Treasury due Dec. 15, 2019 for the 2.875% notes, the 2.75% Treasury due Sept. 15, 2021 for the 3.15% notes, the 2.875% Treasury due Sept. 30, 2023 for the 3.85% notes and the 2.875% Treasury due Aug. 15, 2028 for the 4.2% notes.

The fixed spread is 20 basis points for the 2.875% notes, 70 bps for the 3.15% notes, 125 bps for the 3.85% notes and 190 bps for the 4.2% notes.

If the waterfall offer is not fully subscribed as of the early tender deadline, subject to the 4.2% notes tender cap (if applicable) and the maximum waterfall tender amount, waterfall notes tendered by the early tender deadline will be accepted for purchase in priority to other waterfall notes tendered following the early tender deadline even if such waterfall notes tendered following the early tender deadline have a higher acceptance priority level than waterfall notes tendered by the early tender deadline.

If the waterfall offer is fully subscribed as of the early tender deadline, holders who tender waterfall notes following the early tender deadline will not have any of their waterfall notes accepted for purchase.

The company expects to fund the tender offers with the proceeds from recently completed divestitures under its accelerated transformation plan, together with available cash on hand.

Citigroup Global Markets Inc. (212 723-6106 or 800 558-3745) is the lead dealer manager, with Barclays and BofA Merrill Lynch as co-dealer managers. The information agent and tender agent is Global Bondholder Services Corp. (212 430-3774 or 866 807-2200).

Newell Brands is a consumer goods company based in Hoboken, N.J.

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