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8-K - FORM 8-K - NEWELL BRANDS INC. | c59473e8vk.htm |
EX-10.1 - EX-10.1 - NEWELL BRANDS INC. | c59473exv10w1.htm |
Exhibit 10.2
> News Release |
Newell Rubbermaid Announces
Capital Structure Optimization Plan
Capital Structure Optimization Plan
Series
of Transactions Will Simplify Capital Structure and Reduce Interest Expense
ATLANTA, August 2, 2010 Newell Rubbermaid (NYSE: NWL) today announced a series of
transactions designed to simplify its capital structure and reduce interest expense. The capital
structure optimization plan includes the following components:
| Issuance of $550 million of new senior notes due 2020; | ||
| Repurchase of $500 million of shares through an Accelerated Stock Buyback program (ASB) with Goldman, Sachs & Co.; and | ||
| Cash tender offer for any and all of the companys outstanding 10.60% notes due 2019. |
The ASB and cash tender offer will be funded by a combination of existing cash on hand, short-term
borrowings and proceeds from the sale of the new senior notes.
In addition, Newell Rubbermaid intends, subject to market conditions, to launch later this quarter
an offer to exchange common stock and cash for any and all of its 5.50% convertible senior notes
due 2014. To the extent these notes are exchanged, the company intends to settle, for cash, the
hedge transactions which were entered into concurrent with the issuance of the convertible notes.
Assuming 32.3 million shares are purchased in the ASB, all the notes due 2019 are tendered in the
tender offer and all the convertible notes are tendered in the exchange offer, the net result of
the transactions making up the capital structure optimization plan will be the refinancing of
approximately $600 million in long term debt at lower interest rates, a net increase of
approximately 8 million shares of outstanding common stock, and the elimination of potential future
share count dilution resulting from the convertible notes and hedge transactions.
If completed as planned, the series of transactions is not expected to have a material impact on
either the companys leverage ratio or the companys recently announced improved guidance for 2010
normalized earnings. However, it is expected to result in a cumulative pre-tax charge to GAAP
earnings in 2010 of up to $200 million. The capital structure optimization plan is expected to be
accretive to future periods GAAP and normalized earnings per share.
The series of transactions we announced today will simplify our capital structure, lower our
interest costs and reduce potential future dilution from the convertible notes. The convertible
note financing played an important role helping us refinance our debt in the middle of last years
credit crisis, but we believe it is an appropriate time to revisit it and our overall capital
structure. This has been one of our top priorities for 2010, said Mark Ketchum, President and
Chief Executive Officer of Newell Rubbermaid. If you are as confident about Newell Rubbermaids
future prospects and the potential for long term appreciation in the value of NWL stock as we are,
then this initiative is clearly a positive. We expect the transactions to be accretive to EPS in
future
3 Glenlake Parkway | Atlanta. GA 30328 | Phone +1 (770) 418-7000 | www.newellrubbermaid.com | NYSE: NWL
> News Release |
periods and to eliminate confusion and uncertainty regarding potential future dilution from
the convertible notes, allowing investors to focus on our business and on our long term strategy
for creating shareholder value through Brands That Matter.
This press release is for informational purposes only and is not an offer to buy or sell or the
solicitation of an offer to sell or buy any securities nor shall there be any sale of such
securities in any state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such state. The offering of the new
senior notes is being made only by means of a prospectus and related prospectus supplement included
as part of an effective shelf registration statement previously filed with the Securities and
Exchange Commission. Copies of the prospectus and related prospectus supplement may be obtained
from Newell Rubbermaid at 3 Glenlake Parkway, Atlanta, GA 30328. The cash tender offer for the
outstanding notes due 2019 is being made only by means of an offer to purchase and related letter
of transmittal. The proposed exchange offer, if commenced, will be made only by means of an offer
to purchase and a related letter of transmittal, and the securities offered therein will not be
registered under the Securities Act and may not be offered or sold in the United States absent
registration or an exemption from applicable registration requirements. Newell Rubbermaid does not
make any recommendations as to whether holders should tender their securities in the cash tender
offer or the proposed exchange offer.
All statements in this press release that are not statements of historical fact are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such
statements are based on the current beliefs and expectations of Newell Rubbermaids management and
are subject to significant risks and uncertainties. Actual results could differ materially from
those expressed in or implied by the forward-looking statements contained in this release because
of a variety of factors, including conditions to, or changes in the timing of, proposed
transactions in the companys capital structure optimization plan, whether the proposed exchange
offer is commenced, levels of noteholder participation in the cash tender offer and the proposed
exchange offer, changes in the securities markets conditions, particularly the markets for debt
securities and the market for Newell Rubbermaids common stock and other factors identified in
documents filed by Newell Rubbermaid with the Securities and Exchange Commission.
About Newell Rubbermaid
Newell Rubbermaid Inc., an S&P 500 company, is a global marketer of consumer and commercial
products with 2009 sales of approximately $5.6 billion and a strong portfolio of brands, including
Rubbermaid®, Sharpie®, Graco®, Calphalon®,
Irwin®, Lenox®, Levolor®, Paper Mate®,
Dymo®, Waterman®, Parker®, Goody®, Technical
ConceptsTM and Aprica®.
This press release and additional information about Newell Rubbermaid are available on the
companys Web site, www.newellrubbermaid.com.
Contacts: |
||
Nancy ODonnell
|
David Doolittle | |
Vice President, Investor Relations
|
Vice President, Corporate Communications | |
+1 (770) 418-7723
|
+1 (770) 418-7519 |
3 Glenlake Parkway | Atlanta. GA 30328 | Phone +1 (770) 418-7000 | www.newellrubbermaid.com | NYSE: NWL