Item 1.01 Entry into a Material Definitive Agreement.
On May 20, 2020, the board of directors of Tupperware Brands Corporation (the
"Company") approved a definitive purchase and sale agreement (the "Purchase and
Sale Agreement") with O'Connor Management LLC ("O'Connor"), whereby O'Connor
will purchase approximately 740 acres of the Company's property in Orlando,
Florida, inclusive of 500 acres of wetlands, comprising all remaining
Company-owned land in Orlando. The Purchase and Sale Agreement provides for a
purchase price of approximately $87 million for the land and certain
transportation impact fee credits, with the transaction closing expected to
occur in the second quarter of 2020, subject to successful due diligence and
standard closing conditions. As part of this transaction, the Company will lease
back from O'Connor approximately 61 acres and 8 buildings on the land,
comprising the Company's headquarters location, for an initial term of 10 years
at a market competitive rent and with customary terms and conditions. The
Company can make no assurances that the transaction will close, that it will
close in the second quarter of 2020, or that it will close at the price listed.
Item 7.01 Regulation FD.
On May 26, 2020, the Company issued a press release announcing the launch of a
tender offer (the "Tender Offer") to purchase for cash up to $175,000,000
aggregate principal amount (the "Maximum Tender Amount") of its approximately
$600 million aggregate principal amount of outstanding 4.750% Senior Notes due
2021 (the "Notes"), as described in the Company's Offer to Purchase, dated May
26, 2020 (as it may be amended, supplemented or otherwise modified, the "Offer
to Purchase").
The Tender Offer will expire at 11:59 p.m., New York City time, on June 22,
2020, unless extended or earlier terminated as described in the Offer to
Purchase (such time and date, as they may be extended, the "Expiration Time").
Holders of the Notes ("Holders") may withdraw their validly tendered Notes at
any time prior to 5:00 p.m., New York City time, on June 8, 2020, unless
extended. Holders who validly tender and do not validly withdraw their Notes at
or prior to 5:00 p.m., New York City time, on June 8, 2020, unless extended or
earlier terminated by the Company (such date and time, as the same may be
extended, the "Early Tender Time"), will be eligible to receive the "Total
Consideration" of $450.00 for each $1,000 principal amount of the Notes validly
tendered and not validly withdrawn in the Tender Offer and accepted for purchase
by the Company in accordance with the conditions of the Tender Offer described
in the Offer to Purchase, including the Maximum Tender Amount. The Total
Consideration includes the "Early Tender Payment" of $30.00 per $1,000 principal
amount of such Notes validly tendered and not validly withdrawn in the Tender
Offer and accepted for purchase by the Company. Holders of Notes who validly
tender and do not validly withdraw their Notes after the Early Tender Time, and
at or prior to the Expiration Time, will be eligible to receive only the Tender
Offer Consideration, $420.00 per $1,000 principal amount of Notes, which is
equal to the Total Consideration minus the Early Tender Payment.
The closing of the Tender Offer is conditioned on, among other things, the
satisfaction or waiver of certain conditions set forth in the Offer to Purchase.
A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Independent of the Tender Offer, the Company expects to explore with certain
institutional holders of the Notes a potential exchange offer whereby the
Company may offer to exchange any and all Notes held by certain eligible holders
of the notes for debt and/or equity issued by the Company in a private exchange
transaction, and a potential solicitation of consents to certain proposed
amendments to the indenture governing the Notes in connection with such exchange
offer. There can be no assurance that such discussions will result in any
transaction or that any such transaction would be successful.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1
hereto, shall not be deemed to be "filed" for purposes of Section 18 of, or
otherwise regarded as filed under, the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), nor shall it be deemed incorporated by reference
into any filing under the Securities Act of 1933, as amended, or in the Exchange
Act, except as shall be expressly set forth by specific reference in such
filing.
Item 8.01 Other Events.
Risk Factor Update
The below updates the risk factors included in the Company's Annual Report on
Form 10-K, filed with the U.S. Securities and Exchange Commission (the "SEC") on
March 12, 2020, as subsequently amended and supplemented by the Company's
Quarterly Report on Form 10-Q filed with the SEC on April 29, 2020.


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The effects of the outbreak of COVID-19 has disrupted the operations of our
business, which has had and is expected to continue to have a negative adverse
effect on our business, financial condition, results of operations, cash flows
and liquidity.
COVID-19, which has been declared by the World Health Organization to be a
"pandemic," is negatively impacting worldwide economic activity. Many
governments have implemented policies intended to stop or slow the further
spread of the disease, such as shelter-in-place orders, resulting in the
temporary closure of schools and non-essential businesses, and these measures
may remain in place for a significant period of time. COVID-19 has impacted
geographic areas in which the Company has operations, including China, where the
Company has a manufacturing facility and generated over $200 million in sales in
2019. The Company has experienced and may continue to experience disruptions
that prevent it from meeting the demands of its sales force and customers,
including disruptions to the manufacturing of its products and its supply chain,
disruptions to its distribution network, disruptions in or restrictions on the
ability of its employees, contractors, sales force and other business partners
to work effectively and disruptions to the shipment of its products. The
COVID-19 pandemic and measures implemented to slow the spread of COVID-19 may
negatively impact the Company's ability to repay or refinance the $600 million
aggregate principal amount of the Notes due on June 1, 2021. The extent to which
the COVID-19 pandemic ultimately impacts the Company's ability to repay or
refinance the Notes will depend on future developments, which are highly
uncertain and cannot be predicted. The impact of COVID-19 and measures
implemented to slow the spread could also cause delay in, or limit the ability
of, the Company's sales force to make timely payments to the Company. In
addition, the pandemic has resulted in a widespread health crisis that is
adversely affecting the economies and financial markets of many countries.
During the COVID-19 pandemic and even after it has subsided, the Company may
continue to experience adverse impacts to the Company's business as a result of
the pandemic's global economic impact, including any recession, economic
downturn, government spending cuts, tightening of credit markets or increased
unemployment that has occurred or may occur in the future, which could cause the
Company's ultimate customers and potential customers to postpone or reduce
spending on its products or put downward pressure on prices. The Company's top
priority is to protect its employees and their families, the sales force and
consumers, and its operations from any adverse impacts. The Company is taking
precautionary measures as directed by health authorities and local governments.
Individually and collectively, the consequences of the COVID-19 pandemic have
adversely impacted and could continue to adversely impact the Company's
business, financial condition, results of operations, cash flows and liquidity.
The Company estimates that the COVID-19 pandemic may have a negative impact of
over $100 million on net sales for the fiscal year 2020 with more than 80% of
the impact expected in the first half of the year. The Company has taken certain
measures to address the impacts of COVID-19. These measures are designed to
enhance its liquidity position, provide additional financial flexibility and
maintain forecasted financial covenant compliance, and include reductions in
discretionary spending, revisiting investment strategies, and reducing payroll
costs, including through organizational redesign, employee furloughs and
permanent reductions. Additionally, during the beginning of the second quarter
of 2020, on March 30, 2020, the Company drew down $225 million under its Second
Amended and Restated Credit Agreement, dated as of March 29, 2019 (as amended,
supplemented or otherwise modified, the "Credit Agreement"), $175 million of
which was drawn as a proactive measure given the uncertain environment resulting
from the COVID-19 pandemic. Further, the Company continues to take swift actions
to strengthen its business and navigate the uncertainties of COVID-19, including
accelerating its 2020 Turnaround Plan (as defined below) net cost savings and
profitability improvements target from $75 million to $150 million. The extent
to which the COVID-19 pandemic ultimately impacts the Company's business,
financial condition, results of operations, cash flows, and liquidity may differ
from management's current estimates due to inherent uncertainties regarding the
duration and further spread of the outbreak, its severity, actions taken to
contain the virus or treat its impact, and how quickly and to what extent normal
economic and operating conditions can resume. The extent to which the COVID-19
pandemic adversely affects the Company's business, financial condition, results
of operations, cash flows and liquidity, may also have the effect of heightening
many of the other risks described in this section, such as those relating to the
Company's level of indebtedness and its ability to comply with the financial
covenants contained in the agreements that govern the its indebtedness.
The Company may not realize anticipated savings or benefits from its Turnaround
Plan.
In January 2019, the Company announced its transformation program (Global Growth
Strategy initiatives), which was re-assessed in December 2019 (collectively, the
"Turnaround Plan"). The Turnaround Plan was launched with the focus to drive
innovation, sales force engagement and consumer experiences through a
contemporized and streamlined service model. Since the inception of the
Turnaround Plan, a reassessment of costs and priorities has occurred with a
shift from a segment to a global focus with increased emphasis on procurement,
sourcing and organizational realignment. The Turnaround Plan is expected to run
through 2021 and incur approximately $50 million in pretax cost, with 100
percent paid in cash. Once fully executed, the Turnaround Plan is expected to
enable annual local currency sales growth and to generate approximately $200
million in annualized gross cost savings and profitability improvements. There
can be no assurance that the Company will realize the anticipated local currency
sales growth, cost savings or profitability improvements.


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As the Company works to complete the Turnaround Plan, it may not realize
anticipated savings or benefits from one or more of the various restructuring
and cost-savings programs undertaken as part of these efforts in full or in part
or within the time periods expected. It also may not realize the increase in
sales intended to be enabled by the Turnaround Plan. The Company's ability to
improve its operating results depends upon a significant number of factors, some
of which are beyond its control. Other events and circumstances, such as
financial and strategic difficulties and delays or unexpected costs, including
the impacts of COVID-19, foreign currency and inflationary pressures, may occur
which could result in not realizing targets or in offsetting the financial
benefits of reaching those targets. Reaching those targets may also depend on
the level of acceptance by the Company's sales force of its compensation
initiatives. If the Company is unable to realize the anticipated savings or
benefits, or otherwise fails to complete the Turnaround Plan, the business may
be adversely affected. In addition, any plans to invest these savings and
benefits ahead of future growth means that such costs will be incurred whether
or not these savings and benefits are realized. The Company is also subject to
the risks of labor unrest, negative publicity and business disruption in
connection with the Turnaround Plan, and the failure to realize anticipated
savings or benefits from the Turnaround Plan could have a material adverse
effect on the Company's business, prospects, financial condition, liquidity,
results of operations and cash flows.
Forward-Looking Statements
This report contains certain statements that are, or may be deemed to be,
"forward-looking statements." These statements are not guarantees of future
performance and involve certain risks, uncertainties and assumptions that are
difficult to predict. Actual outcomes and results may differ materially from
those expressed in, or implied by, such forward-looking statements. Words such
as "estimates," "outlook," "guidance," expect," "believe," "intend," "designed,"
"target," "plans," "may," "will," "should," "would," "could," and similar words
are forward-looking statements and not historical facts. Such forward-looking
statements may include statements relating to the Company's plan with respect to
the sale and leaseback pursuant to the Sale and Purchase Agreement, the expected
timing thereof, and the purchase price expected to be paid, the Tender Offer,
the expected timing thereof, the consideration expected to be paid to Holders of
the Notes who validly tender and do not validly withdraw their Notes and the
aggregate principal amount of the Notes expected to be purchased in connection
with the Tender Offer, as well as the outcome of any discussions that the
Company may engage in with institutional holders of the Notes. These
forward-looking statements and related assumptions involve risks and
uncertainties that could cause actual results and outcomes to differ materially
from any forward-looking statements or views expressed herein.
These risks and uncertainties include, but are not limited to, the following:
. . .


Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.

Exhibit Number  Description

                  Press Release of Tupperware Brands Corporation, dated May 26,
99.1            2020.

                Cover Page Interactive Data File (embedded within the Inline
104             XBRL document)





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