Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed on a Form 8-K filed with the Securities and Exchange
Commission on July 27, 2020, Tupperware Brands Corporation (the "Company")
entered into a definitive purchase and sale agreement (as amended, the "Purchase
and Sale Agreement") with O'Connor Management LLC ("O'Connor"), whereby O'Connor
agreed to 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. On October 30, 2020, the Company entered into a
fourth amendment to the Purchase and Sale Agreement with O'Connor, which
amendment, among other things:
•Moves a portion of the land that would originally have been included in the
Phase II Closing (as defined in the Purchase and Sale Agreement) into the Phase
III Closing (as defined in the Purchase and Sale Agreement);
•Adjusts terms related to the lease of the Company's headquarters, including
extending the initial lease term to eleven years, modifying the size of leased
premises, and adding rights to acquire the headquarters at the end of the term;
and
•Provides for multiple additional closings.
In connection with the parties' execution of the fourth amendment to the
Purchase and Sale Agreement, on October 30, 2020 the Company and O'Connor closed
on Phase I (as defined in the Purchase and Sale Agreement), involving the sale
and leaseback of the Company's corporate headquarters in Orlando, Florida, and
Phase II (as defined in the Purchase and Sale Agreement), involving portions of
the Company's owned real property in Orlando, Florida, for an aggregate gross
purchase price of $43.7 million. The transaction transferred approximately 108
acres and is the first of two transactions to finalize Tupperware's sale of the
company's remaining land in Central Florida to O'Connor Capital Partners.
The final transaction, Phase III, a sale of undeveloped land surrounding the
headquarters property, is planned to take place before the end of the year. The
Company can make no assurances that the Phase III transactions, or any other
closings negotiated between the Company and O'Connor pursuant to the fourth
amendment to the Purchase and Sale Agreement, will close.
The foregoing summary of the fourth amendment to the Purchase and Sale Agreement
is qualified in its entirety by reference to the fourth amendment attached
hereto as Exhibit 10.1, which is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On November 2, 2020, the Company issued a press release announcing that it had
completed the Phase I and Phase II Closings. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1
hereto, shall not be deemed "filed" for purposes of Section 18 of, or otherwise
regarded as filed under, the Exchange Act, nor shall it be deemed incorporated
by reference into any filing under the Securities Act, or in the Exchange Act,
except as shall be expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
On October 29, 2020, the Company entered into a definitive agreement for the
sale of its Avroy Shlain beauty business in South Africa for a gross purchase
price of approximately 494 million rand, or approximately 30 million US dollars,
as of October 29, 2020. The transaction is subject to customary closing
conditions, including approval by the local competition commission in South
Africa.
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. While the Company
intends to continue to seek opportunities to improve its liquidity position if
opportunities are favorable or are otherwise available on acceptable terms, no
assurance can be given that any such transaction will occur. 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.
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These risks and uncertainties include, but are not limited to, the following:
the effects of natural disasters, terrorist activities and epidemic or pandemic
disease outbreaks, including the COVID-19 outbreak; general economic and
political conditions in the United States and in other countries in which the
Company currently does business, including those resulting from the COVID-19
outbreak, recessions, political events and acts or threats of terrorism or
military conflicts; our ability to ship product to customers on a timely basis,
including because of delays caused by our supply chain; our ability to sustain
the same level of growth in sales and net income that we recorded in the second
and third quarter of 2020; the success of the Company's efforts to improve its
profitability and liquidity position and any capital structure actions that it
may take; the impact of the Company's substantial indebtedness, including the
effect of the Company's leverage on its liquidity, financial position and
earnings, and the Company's ability and obligation to make payments on its
indebtedness, which could reduce its financial flexibility and ability to fund
other activities; the potential impact of management's determination that the
Company may not be able to continue to operate as a going concern;the Company's
access to, and the costs of, financing and refinancing and the potential that
banks with which the Company maintains lines of credit may be unable or
unwilling to fulfill their commitments; the costs and covenant restrictions
associated with the Company's credit arrangements and their outstanding senior
notes; the Company's ability to comply with, or further amend, financial
covenants under its Credit Agreement; potential downgrades to the Company's
credit ratings; successful recruitment, retention and productivity levels of the
Company's independent sales forces; the ability to attract and retain certain
executive officers and key management personnel and the success of transitions
or changes in leadership or key management personnel; the success of land buyers
in attracting tenants for commercial and residential development and obtaining
required government approvals and financing; disruptions caused by the
introduction of new or revised distributor operating models or sales force
compensation systems or allegations by equity analysts, former distributors or
sales force members, government agencies or others as to the legality or
viability of the Company's business model, particularly in India; disruptions
caused by restructuring activities, including facility reductions or closures,
and the combination and exit of business units, including impacts on business
models and the supply chain, as well as not fully realizing expected savings or
benefits related to increasing sales from actions taken; success of new products
and promotional programs; the ability to implement appropriate product mix and
pricing strategies; governmental regulation of materials used in products coming
into contact with food (e.g., polycarbonate and polyethersulfone), as well as
beauty, personal care, essential oils and nutritional products; governmental
regulation and consumer tastes related to the use of plastic in products and/or
packaging material; the ability to procure and pay for at reasonable economic
cost, sufficient raw materials and/or finished goods to meet current and future
consumer demands at reasonable suggested retail pricing levels in certain
markets, particularly those with stringent government regulations and
restrictions; the impact of changes in consumer spending patterns and
preferences, particularly given the global nature of the Company's business; the
value of long-term assets, particularly goodwill and indefinite and
definite-lived intangibles associated with acquisitions, and the realizability
of the value of recognized tax assets; changes in plastic resin prices, other
raw materials and packaging components, the cost of converting such items into
finished goods and procured finished products and the cost of delivering
products to customers; the introduction of Company operations in new markets
outside the United States; general social, economic and political conditions in
markets, such as in Argentina, Brazil, China, France, India, Mexico, Russia and
Turkey and other countries impacted by such events; issues arising out of the
sovereign debt in the countries in which the Company operates, such as in
Argentina and those in the Euro zone, resulting in potential economic and
operational challenges for the Company's supply chains, heightened counterparty
credit risk due to adverse effects on customers and suppliers, exchange controls
(such as in Argentina and Egypt) and translation risks due to potential
impairments of investments in affected markets; disruptions resulting from
either internal or external labor strikes, work stoppages, or similar
difficulties, particularly in Brazil, France, India and South Africa; changes in
cash flow resulting from changes in operating results, including from changes in
foreign exchange rates, restructuring activities, working capital management,
debt payments, share repurchases and hedge settlements; the impact of currency
fluctuations on the value of the Company's operating results, assets,
liabilities and commitments of foreign operations generally, including their
cash balances during and at the end of quarterly reporting periods, the results
of those operations, the cost of sourcing products across geographies and the
success of foreign hedging and risk management strategies; the Company's ability
to engage in hedging transactions (including, without limitation, forwards and
swaps) with financial institutions to mitigate risks relating to
foreign-currrency fluctuations and/or interest rate fluctuations and the
possibility that such hedging transactions, even if entered into, are
unsuccessful; the ability to repatriate, or otherwise make available, cash in
the United States and to do so at a favorable foreign exchange rate and with
favorable tax ramifications, particularly from Brazil, China, India, Indonesia,
Malaysia, Mexico and South Africa; the ability to obtain all government
approvals on, and to control the cost of infrastructure obligations associated
with, property, plant and equipment; the ability to timely and effectively
implement, transition, maintain and protect necessary information technology
systems and infrastructure; cyberattacks and ransomware demands that could cause
the Company to not be able to operate its systems and/or access or control its
data, including private data; integration of non-traditional product lines into
Company operations; the effect of legal, regulatory and tax proceedings, as well
as restrictions imposed on the Company's operations or Company representatives
by foreign governments, including changes in interpretation of employment status
of the sales force by government authorities, exposure to tax responsibilities
imposed on the sales force and their potential impact on the sales force's value
chain and resulting disruption to the business and actions taken by governments
to set or restrict the freedom of the Company to set its own prices or its
suggested retail prices for product sales by its sales force to end consumers
and actions taken by governments to restrict the ability to convert local
currency to other
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currencies in order to satisfy obligations outside the country generally, and in
particular in Argentina and Egypt; the effect of competitive forces in the
markets in which the Company operates, particularly related to sales of beauty,
personal care and nutritional products, where there are a greater number of
competitors; the impact of counterfeit and knocked-off products and programs in
the markets in which the Company operates and the effect this can have on the
confidence of, and competition for, the Company's sales force members; the
impact of changes, changes in interpretation of or challenges to positions taken
by the Company with respect to U.S. federal, state and foreign tax or other
laws, including with respect to the Tax Act in the United States and non-income
taxes issues in Brazil, India, Indonesia and Mexico; and other risks detailed in
the Company's Annual Report on Form 10-K for the year ended December 28, 2019,
its Quarterly Report on Form 10-Q for the 13 weeks ended March 28, 2020, its and
its subsequent periodic reports filed in accordance with the Exchange Act. These
statements are representative only as of the date they are made, and the Company
disclaims and does not undertake any obligation to update or revise any
forward-looking statements in this report.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
10.1 Fourth Amendment to Contract for Sale and Purchase of Real Property, dated
as of October 30, 2020, by and among the Sellers and O'Connor
99.1 Press Release of Tupperware Brands Corporation dated November 2, 2020
regarding Phase I and Phase II Closing.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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