Newell Brands offers to buy back eight series of notes in tenders

By Angela McDaniels

Tacoma, Wash., March 13 – Newell Brands Inc. began tender offers for eight 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 $250 million of 6.25% notes due 2018.

The company intends to call for redemption any 6.25% notes not tendered in the offer.

In the waterfall offer, the company is offering to purchase the following seven series of notes for an aggregate purchase price of up to $825 million: $381,314,000 of 4.7% notes due 2020, $1 billion of 2.6% notes due 2019, $300 million of 3.9% notes due 2025, $1 billion of 3.15% notes due 2021, $350 million of 2.875% notes due 2019, $500 million of 4% notes due 2024 and $295,122,000 of 5% notes due 2023. The notes are listed in order of acceptance priority level.

The company will accept no more than $125 million principal amount of the 4.7% notes.

The early tender deadline is 5 p.m. ET on March 24, and the tender offers will expire at midnight ET at the end of April 7.

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.

For the 5% notes, the total consideration is $1,080 per $1,000 principal amount of notes.

For the remaining notes, the prices to be paid will be determined at 2 p.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 0.75% Treasury due April 15, 2018 for the 6.25% notes, the 1.625% Treasury due March 15, 2020 for the 4.7% notes, the 1.125% Treasury due Feb. 28, 2019 for the 2.6% notes and the 2.875% notes, the 2.25% Treasury due Feb. 15, 2027 for the 3.9% notes and the 4% notes and the 1.875% Treasury due Feb. 28, 2022 for the 3.15% notes.

The fixed spread is 50 basis points for the 6.25% notes, 65 bps for the 4.7% notes, 45 bps for the 2.6% notes, 105 bps for the 3.9% notes, 45 bps for the 3.15% notes, 65 bps for the 2.875% notes and 95 bps for the 4% notes.

If the waterfall offer is not fully subscribed as of the early tender deadline, subject to the 4.7% 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 plans to fund the tender offers with the proceeds from the sale of its tools business, which includes the Irwin, Lenox and Hilmor brands, together with available cash on hand.

The dealer managers are Citigroup Global Markets Inc. (212 723-6106 or 800 558-3745) and Goldman Sachs & Co. (212 902-6595 or 800 828-3182). 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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