Company Website:
http://www.newellbrands.com
ATLANTA -- (Business Wire)
Newell Brands (NYSE: NWL) today announced that it has commenced offers
to exchange (the “Exchange Offers”) up to:
-
€271,851,000 aggregate principal amount of its 3¾% Senior Notes due
2021 (ISIN XS1389996882) (the “Exchange
Euro Notes”), which have been registered under the Securities Act of
1933 (the “Securities Act”), for an equivalent principal amount of its
outstanding, unregistered 3¾% Senior Notes due 2021 (ISINs
XS1388994896 and XS1388994540) (the “Original Euro Notes”); and
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$295,122,000 aggregate principal amount of its 5% Senior Notes due
2023 (CUSIP No. 651229BA3; ISIN US651229BA36)
(the “Exchange Dollar Notes” and, together with the Exchange Euro
Notes, the “Exchange Notes”), which have also been registered under
the Securities Act, for an equivalent principal amount of its
outstanding, unregistered 5% Senior Notes due 2023 (CUSIP
Nos. 651229AZ9 and U6415RAA1; ISINs US651229AZ95 and USU6415RAA15)
(the “Original Dollar Notes” and, together with the Original Euro
Notes, the “Original Notes”).
The Original Notes were issued in private offerings on April 20, 2016 in
exchange for certain outstanding senior notes originally issued by
Jarden Corporation (“Jarden”). The terms of the Exchange Notes will be
substantially identical to the terms of the Original Notes, except that
the Exchange Notes will be registered under the Securities Act and will
not be subject to transfer restrictions, registration rights and certain
rights to additional interest currently applicable to the Original
Notes. The Exchange Notes will also bear different CUSIP and ISIN
numbers from the Original Notes.
The terms and conditions of the Exchange Offers are set forth in the (a)
prospectus relating to the Exchange Offers (the “Prospectus”) and (b)
related letter of transmittal (the “Letter of Transmittal”), if
applicable. The Exchange Offers will expire at 11:59 p.m., New York City
time, on October 25, 2016, or a later date and time to which Newell
Brands extends it (the “Expiration Date”). Except in the limited
circumstances described in the Prospectus, any and all Original Notes
that are validly tendered in the Exchange Offers and not validly
withdrawn prior to the Expiration Date will be accepted for exchange.
This press release is for informational purposes only and is not an
offer to purchase any Original Notes or sell any Exchange Notes or a
solicitation of an offer to sell any Original Notes or purchase any
Exchange Notes. The Exchange Offers are being made only pursuant to the
Prospectus and the Letter of Transmittal, if applicable, that have been
filed with the Securities and Exchange Commission (the “SEC”) as part of
Newell Brands’ Registration Statement on Form S-4 (File No. 333-213675)
(the “Registration Statement”). The Registration Statement was declared
effective by the SEC on September 23, 2016.
D.F. King & Co., Inc. has been appointed as exchange agent for the
Exchange Offers. Questions and requests for assistance and requests for
additional copies of the Prospectus or the Letter of Transmittal, if
applicable, should be directed to the exchange agent addressed as
follows:
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In New York: |
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Call Collect: (212) 269-5550
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Toll Free: (800) 628-8536
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Email: Newell@dfking.com |
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By Facsimile (Eligible Institutions Only): |
|
| By Mail or Hand: |
(212) 709-3328
| | |
48 Wall Street, 22nd Floor
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Attention: Peter Aymar
| | |
New York, New York 10005
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For Information or
| | |
Attention: Peter Aymar
|
Confirmation by Telephone:
| | | |
(212) 232-3235
| | | |
| | |
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In London: |
125 Wood Street
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London EC2V 7AN
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United Kingdom
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Telephone: +44 20 7920 9700
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| | |
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In Hong Kong: |
Hong Kong
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Suite 1601, 16/F, Central Tower
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28 Queen’s Road Central
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Hong Kong
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Telephone: +852 3953 7230
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Caution Concerning Forward-Looking Statements
Statements in this press release that are not historical in nature
constitute forward-looking statements. These forward-looking statements
relate to information or assumptions about the effects of sales, income,
earnings per share, operating income, operating margin or gross margin
improvements or declines, Project Renewal, capital and other
expenditures, cash flow, dividends, restructuring and other project
costs, costs and cost savings, inflation or deflation, particularly with
respect to commodities such as oil and resin, debt ratings, changes in
exchange rates, expected benefits and financial results from the Jarden
transaction and other recently completed acquisitions and related
integration activities and planned divestitures and management's plans,
projections and objectives for future operations and performance. These
statements are accompanied by words such as “anticipate,” “expect,”
“project,” “will,” “believe,” “estimate” and similar expressions. Actual
results could differ materially from those expressed or implied in the
forward-looking statements. Important factors that could cause actual
results to differ materially from those suggested by the forward-looking
statements include, but are not limited to, our dependence on the
strength of retail, commercial and industrial sectors of the economy in
light of the continuation or escalation of the global economic slowdown
or regional sovereign debt issues; currency fluctuations; competition
with other manufacturers and distributors of consumer products; major
retailers' strong bargaining power and consolidation of our retail
customers; changes in the prices of raw materials and sourced products
and our ability to obtain raw materials and sourced products in a timely
manner from suppliers; our ability to develop innovative new products
and to develop, maintain and strengthen our end-user brands, including
the ability to realize anticipated benefits of increased advertising and
promotion spend; product liability, product recalls or regulatory
actions; our ability to expeditiously close facilities and move
operations while managing foreign regulations and other impediments; a
failure of one of our key information technology systems or related
controls; our ability to attract, retain and motivate key employees;
future events that could adversely affect the value of our assets and
require impairment charges; our ability to improve productivity and
streamline operations; changes to our credit ratings; significant
increases in the funding obligations related to our pension plans due to
declining asset values, declining interest rates or otherwise; the
imposition of tax liabilities greater than our provisions for such
matters; the risks inherent in our foreign operations, including
exchange controls and pricing restrictions; our ability to complete
planned divestitures; our ability to successfully integrate acquired
businesses, including the recently acquired Jarden business; our ability
to realize the expected benefits and financial results from our recently
acquired businesses and planned divestitures; and those factors listed
in our filings with the SEC (including the information set forth under
the caption “Risk Factors” in Newell Brands’ Annual Report on Form
10-K). Changes in such assumptions or factors could produce
significantly different results. The information contained in this news
release is as of the date indicated. The company assumes no obligation
to update any forward-looking statements contained in this news release
as a result of new information or future events or developments.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160926005244/en/
Contacts:
Investor Contact:
Newell Brands
Nancy O’Donnell, 1
770-418-7723
Vice President, Investor Relations
nancy.odonnell@newellco.com
or
Media
Contacts:
Newell Brands
Tom Sanford, 1 973-600-3880
Vice
President, Global Communications
tom.sanford@newellco.com
or
Weber
Shandwick
Liz Cohen, 1 212-445-8044
liz.cohen@webershandwick.com
Source: Newell Brands
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