Item 1.01 Entry into a Material Definitive Agreement. OnMay 20, 2020 , the board of directors ofTupperware Brands Corporation (the "Company") approved a definitive purchase and sale agreement (the "Purchase and Sale Agreement") withO'Connor Management LLC ("O'Connor"), whereby O'Connor will purchase approximately 740 acres of the Company's property inOrlando, Florida , inclusive of 500 acres of wetlands, comprising all remaining Company-owned land inOrlando . 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. OnMay 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, datedMay 26, 2020 (as it may be amended, supplemented or otherwise modified, the "Offer to Purchase"). The Tender Offer will expire at11:59 p.m. ,New York City time, onJune 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 to5:00 p.m. ,New York City time, onJune 8, 2020 , unless extended. Holders who validly tender and do not validly withdraw their Notes at or prior to5:00 p.m. ,New York City time, onJune 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the "Total Consideration" of$450.00 for each$1,000 principal amount of the Notes validly tendered and not validly withdrawn in the Tender Offer and accepted for purchase by the Company in accordance with the conditions of the Tender Offer described in the Offer to Purchase,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 theU.S. Securities and Exchange Commission (the "SEC") onMarch 12, 2020 , as subsequently amended and supplemented by the Company's Quarterly Report on Form 10-Q filed with theSEC onApril 29, 2020 . -------------------------------------------------------------------------------- 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 theWorld 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, includingChina , 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 onJune 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, onMarch 30, 2020 , the Company drew down$225 million under its Second Amended and Restated Credit Agreement, dated as ofMarch 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. InJanuary 2019 , the Company announced its transformation program (Global Growth Strategy initiatives), which was re-assessed inDecember 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. -------------------------------------------------------------------------------- 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 ofTupperware Brands Corporation , datedMay 26 , 99.1 2020. Cover Page Interactive Data File (embedded within the Inline 104 XBRL document)
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