Newell Rubbermaid Prices $8.0 Billion Notes Offering
ATLANTA–(BUSINESS WIRE)–Newell Rubbermaid (NYSE:NWL) today announced that it has priced a
registered underwritten public offering of $8.0 billion of notes,
consisting of $1.0 billion of notes due 2019, $1.0 billion of notes due
2021, $1.75 billion of notes due 2023, $2.0 billion of notes due 2026,
$500.0 million of notes due 2036 and $1.75 billion of notes due 2046.
The notes due 2019 will pay interest semi-annually on March
29 and September 29, commencing September 29, 2016, at a rate of 2.600%
per year and will mature on March 29, 2019. The notes due 2021 will pay
interest semi-annually on April 1 and October 1, commencing October 1,
2016, at a rate of 3.150% per year and will mature on April 1, 2021. The
notes due 2023 will pay interest semi-annually on April 1 and October 1,
commencing October 1, 2016, at a rate of 3.850% per year and will mature
on April 1, 2023. The notes due 2026 will pay interest semi-annually
on April 1 and October 1, commencing October 1, 2016, at a rate of
4.200% per year and will mature on April 1, 2026. The notes due 2036
will pay interest semi-annually on April 1 and October 1,
commencing October 1, 2016, at a rate of 5.375% per year and will mature
on April 1, 2036. The notes due 2046 will pay interest semi-annually
on April 1 and October 1, commencing October 1, 2016, at a rate of
5.500% per year and will mature on April 1, 2046.
The offering is expected to close on March 30, 2016. Newell Rubbermaid
plans to use the net proceeds of the offering, together with other
sources of funds including its new term loan facility, (1) to finance
the cash consideration portion of the merger consideration for its
pending acquisition of Jarden Corporation (“Jarden”), (2) to refinance
certain outstanding Jarden debt and (3) to pay fees and expenses
associated with the pending acquisition of Jarden. The notes will be
subject to a special mandatory redemption if the Jarden acquisition is
not consummated.
Goldman, Sachs & Co., Citigroup Global Markets Inc., J.P. Morgan
Securities LLC, and RBC Capital Markets, LLC are acting as joint
book-running managers for the offering. The offering was made pursuant
to Newell Rubbermaid’s effective shelf registration statement. Copies of
the prospectus supplement and accompanying prospectus may be obtained by
visiting the SEC’s website at www.sec.gov or
by contacting Goldman, Sachs & Co., Prospectus Department, 200 West
Street, New York, NY 10282, 1-866-471-2526, facsimile: 212-902-9316 or
by emailing prospectus-ny@ny.email.gs.com, Citigroup
Global Markets Inc., 1555 Long Island Avenue, Edgewood, NY 11717, c/o
Broadridge Financial Solutions, 1-800-831-9146, email: prospectus@citi.com,
J.P. Morgan Securities LLC, 383 Madison Avenue, New York, NY 10179,
Attn: Investment Grade Syndicate Desk, 1-212-834-4533, or RBC Capital
Markets, LLC, Three World Financial Center, 200 Vesey Street, 8th
Floor, New York, NY 10281, 1-866-375-6829, fax: 212-658-6137 or email: rbcnyfixedincomeprospectus@rbccm.com,
Attn: Transaction Management-Scott Primrose.
About Newell Rubbermaid
Newell Rubbermaid Inc., an S&P 500 company, is a global marketer of
consumer and commercial products with 2015 sales of $5.9 billion and a
strong portfolio of leading brands, including Sharpie®, Paper Mate®,
Elmer’s®, Irwin®, Lenox®, Rubbermaid Commercial Products®, Contigo®,
Rubbermaid®, Calphalon®, Goody®, Graco®, Aprica®, Baby Jogger®, Dymo®,
Parker® and Waterman®. As part of the company’s Growth Game Plan, Newell
Rubbermaid is making sharper portfolio choices and investing in new
marketing and innovation to accelerate performance.
Caution Concerning Forward-Looking Statements
This press release contains forward-looking statements within the
meaning of the federal securities laws, including statements regarding
the expected closing date and use of proceeds of the offering. These
statements are subject to numerous risks and uncertainties, many of
which are beyond Newell Rubbermaid’s control, which could cause actual
results to differ materially from the results expressed or implied by
the statements. Newell Rubbermaid’s Form 10-K for the year ended
December 31, 2015, its Form 10-K/A, recent Current Reports on Form 8-K,
and other Securities and Exchange Commission filings discuss some of the
important risk factors identified that may affect Newell Rubbermaid’s
business, results of operations, and financial condition. Newell
Rubbermaid undertakes no obligation to revise or update publicly any
forward-looking statements for any reason.
Additional Information and Where to Find it
In connection with the pending Jarden transaction, Newell Rubbermaid and
Jarden have filed a registration statement on Form S-4 that includes the
Joint Proxy Statement of Newell Rubbermaid and Jarden, including
Amendments No. 1, 2 and 3 thereto, and that also constitutes a
prospectus of Newell Rubbermaid. The registration statement was declared
effective by the SEC on March 18, 2016 and the Joint Proxy
Statement/Prospectus has been mailed to stockholders of Newell
Rubbermaid and Jarden. WE URGE INVESTORS AND SHAREHOLDERS TO READ THE
JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS,
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT NEWELL RUBBERMAID,
JARDEN, AND THE PENDING JARDEN TRANSACTION. Investors and shareholders
are able to obtain copies of the Joint Proxy Statement/Prospectus and
other documents filed with the SEC by Newell Rubbermaid and Jarden free
of charge at the SEC’s website, www.sec.gov.
In addition, investors and shareholders are able to obtain free copies
of the Joint Proxy Statement/Prospectus and other documents filed with
the SEC by Newell Rubbermaid by accessing Newell Rubbermaid’s website at www.newellrubbermaid.com
by clicking on the “Investor Relations” link and then clicking on the
“SEC Filings” link or by contacting Newell Rubbermaid Investor Relations
at investor.relations@newellrubbermaid.com
or by calling 1-800-424-1941. Shareholders may also read and copy any
reports, statements and other information filed by Newell Rubbermaid or
Jarden with the SEC, at the SEC public reference room at 100 F Street,
N.E., Washington D.C. 20549. Please call the SEC at 1-800-SEC-0330 or
visit the SEC’s website for further information on its public reference
room.
Non-Solicitation
This communication is not intended to and does not constitute an offer
to sell or the solicitation of an offer to subscribe for or buy or an
invitation to purchase or subscribe for any securities or the
solicitation of any vote or approval in any jurisdiction pursuant to the
pending Jarden acquisition or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in contravention
of applicable law. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
Contacts
Newell Rubbermaid
Nancy O’Donnell, 770-418-7723
Vice
President, Investor Relations
or
Newell Rubbermaid
Racquel
White, 770-418-7643
Vice President, Global Communications & Culture
