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Newell Brands upsizes, discloses early results of tender offers

Newell Brands Inc. released the early results of its cash tender offers to purchase up to $1.63 billion of its outstanding securities. The offer has been upsized from the previously announced $1.5 billion.

The company has offered to purchase any and all of its outstanding $350 million of 3.150% notes due 2021. Newell also offered to purchase, in order of priority level, its 5.500% notes due 2046, 3.900% notes due 2025, 5.375% notes due 2036, 4.200% notes due 2026, and 3.850% notes due 2023, known collectively as the waterfall notes.

The tender offer for the waterfall notes is capped at $1.63 billion less than the total principal amount of the 2021 notes validly tendered and accepted for purchase.

As of 5 p.m. ET on Dec. 18, the early tender deadline, holders tendered $252.1 million of 2021 notes, all of which the company said it expects to accept for purchase.

Holders of the waterfall notes tendered $1.08 billion of the $1.75 billion of 2046 notes, $208.9 million of the $300 million of 2025 notes, $349 million of the $500 million of 2036 notes, $1.4 billion of the $2 billion of 2026 notes and $1.16 billion of the $1.75 billion of 2023 notes outstanding.

Newell said it expects to accept for purchase about $1.08 billion of its 2046 notes, $208.9 million of its 2025 notes and $80.2 million of its 2036 notes.

The total consideration per $1,000 principal amount of notes is as follows: $1,004.54 for the 2021 notes, $971.99 for the 2046 notes, $958.16 for the 2025 notes and $991.26 for the 2036 notes. This includes the $50 early tender premium for each series of notes. In addition, holders whose securities are accepted will also receive accrued interest on such securities.

Holders of the 2021 notes who validly tender after Dec. 18 but before or at the expiration date of Jan. 3, 2019, will only receive $954.54, which is the total consideration minus an early tender premium of $50. Since the waterfall offering has been fully subscribed, the company does not expect to accept any notes tendered after Dec. 18.

The early settlement date for the offerings is set on Dec. 26.

Newell Brands said it expects to fund the tender offers with cash on hand and the proceeds from divestitures under its Accelerated Transformation Plan, including the divestitures of the Pure Fishing and Jostens businesses if completed.

Goldman Sachs & Co. LLC is the lead dealer manager and RBC Capital Markets LLC and Wells Fargo Securities LLC are acting as co-dealer managers. Global Bondholder Services Corp. is acting as the information and tender agent.