Tupperware finalizes agreement to restructure debt; turnaround efforts go on

By Wendy Van Sickle

Columbus, Ohio, Aug. 3 – Tupperware Brands Corp. finalized an agreement with its lenders to restructure its existing debt obligations, which the company said, in a news release, will improve its overall financial position by amending certain credit obligations and extending the maturity of certain debt facilities to allow it to continue with its turnaround efforts.

This agreement is a comprehensive restructuring and reallocation of Tupperware’s debt and provides for

• The reduction/reallocation of approximately $150 million of cash interest and fees;

• The extension of the stated maturity of approximately $348 million of principal and reallocated interest and fees to fiscal year 2027 with PIK interest;

• The reduction of amortization payments required to be paid through fiscal year 2025 by approximately $55 million; and

• Immediate access to revolving borrowing capacity of approximately $21 million.

An 8-K filing with the Securities and Exchange Commission gave further details of the restructuring, which provides for the reallocation and restructuring of all global tranche revolving loans, U.S. dollar term loans, U.S. dollar term-2 loans and euro term loans outstanding under the company’s existing credit agreement dated Nov. 23, 2021, along with all unpaid interest and fees.

After giving effect to the restructuring, the credit facilities provided for in the amended agreement consist of a $38,375,527.10 global tranche of revolving commitments with a $22,327,163.13 sub-facility for letters of credit; $425 million of dollar term A loans; $156,412,093.89 of dollar term C loans; and €173,425,559.64 of euro term D loans.

The revolving loans and the dollar term A loans mature July 31, 2025 and will bear interest at adjusted term SOFR plus 600 basis points, and the unfunded portion of the revolving commitments will accrue a commitment fee of 92.5 bps.

The dollar term C loans and the euro term D loans mature on July 31, 2027 and will bear interest at a per annum rate of 14%. The interest accruing on these loans is payable in kind. The company must make mandatory amortization payments in respect of the dollar term A loans in an amount equal to $1.75 million on the last day of each calendar quarter during calendar year 2024 and $3.5 million on the last day of each of the first two calendar quarters during calendar year 2025. Tupperware must make mandatory amortization payments in respect of the dollar term C loans in an amount equal to $1.75 million and the euro term D loans in an amount equal to €1,581,993, in each case, on the last day of each calendar quarter, commencing Dec. 31, 2025.

In connection with the debt restructuring agreement, the company issued to the lenders warrants to purchase shares of common stock of the company at an exercise price of $0.01 per share. The warrants were issued on Aug. 2 and are exercisable for 2,548,874 shares of common stock, representing 4.99% of the total issued and outstanding shares of the company.

The warrants are exercisable for five years from the date on which they are eligible to be exercised, with warrants representing 2.99% of the total issued and outstanding shares of common stock of the company in total immediately exercisable and the remainder of the warrants exercisable upon the occurrence of certain events related to repayment incentive milestones.

The debt restructuring agreement also provides that the borrowers, which include Tupperware Products AG, are required to pay an approximately $16.25 million restructuring fee, which will become due and payable upon the earlier of the occurrence of a payment or bankruptcy event of default, the acceleration of the loans and July 31, 2025.

The companies must also pay a $10 million facility fee, which will become due and payable upon the earlier of the occurrence of a payment or bankruptcy event of default, the acceleration of the loans and July 31, 2027, but all or portions of that fee will be waived if the dollar term loans are repaid by certain dates.

The debt restructuring agreement also requires the company to comply with additional reporting requirements and a number of financial covenants.

“I am confident that this agreement provides us with the financial flexibility to continue executing on our near-term turnaround efforts as well as our long-term strategy to create a global omni-channel consumer brand. We are committed to making ongoing progress in improving liquidity and strengthening our capital structure,” said Mariela Matute, chief financial officer of Tupperware Brands Corp., in the news release.

Tupperware Brands is a consumer products company based in Orlando, Fla.

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