Item 8.01. Other Events.
On September 9, 2022, Newell Brands Inc. (the "Company") and J.P. Morgan
Securities LLC, as representative of the underwriters named therein, entered
into an Underwriting Agreement (the "Underwriting Agreement") with respect to
the offering and sale of $500,000,000 of aggregate principal amount of 6.375%
notes due 2027 (the "2027 Notes") and $500,000,000 of aggregate principal amount
of 6.625% notes due 2029 (the "2029 Notes" and, together with the 2027 Notes,
the "Notes") under the Company's Registration Statement on Form S-3
(Registration No. 333-238122). The offering and sale closed on September 14,
2022. The purchase price paid by the underwriters was 99.15% of the aggregate
principal amount of both the 2027 Notes and 2029 Notes. The Notes were issued
pursuant to an Indenture, dated as of November 19, 2014, between the Company
(formerly known as "Newell Rubbermaid Inc.") and U.S. Bank Trust Company,
National Association (formerly known as "U.S Bank National Association"), as
trustee.
Copies of the Underwriting Agreement, the form of the 2027 Notes and the form of
the 2029 Notes are filed as Exhibits 1.1, 4.1 and 4.2, respectively, to this
Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit
No. Description
1.1 Underwriting Agreement, dated September 9, 2022, by and among the
Company and J.P. Morgan Securities LLC, as representative of the
several underwriters named therein
4.1 Form of 6.375% note due 2027
4.2 Form of 6.625% note due 2029
5.1 Opinion of Jones Day
104 The cover page from this Current Report on Form 8-K, formatted as
Inline XBRL.
2
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