Item 1.01 Entry into a Material Definitive Agreement.
On December 3, 2020 (the "Closing Date"), Tupperware Brands Corporation (the
"Company") entered into (x) a credit agreement (the "Parent Term Loan Credit
Agreement"), by and among the Company, as borrower, the lenders party thereto
and Alter Domus (US) LLC, as administrative agent and collateral agent,
providing for a secured term loan facility (the "Parent Term Loan Facility") in
an aggregate principal amount of $200 million and (y) a credit agreement (the
"Dart Term Loan Credit Agreement" and together with the Parent Term Loan Credit
Agreement, the "Credit Agreements"), by and among Dart Industries, Inc.
("Dart"), as borrower, Company, as a guarantor, the lenders party thereto and
Alter Domus (US) LLC, as administrative agent and collateral agent, providing
for a secured term loan facility (the "Dart Term Loan Facility" and, together
with the Parent Term Loan Facility, the "Term Loan Facilities") in an aggregate
principal amount of $75 million. Borrowings under the Term Loan Facilities are
available in single drawings, respectively, in U.S. Dollars and, in each case,
bear interest, at the Company's option, at a rate equal to either (a) the ABR,
determined by reference to the highest of (1) the "U.S. Prime Lending Rate"
published by The Wall Street Journal, (2) the federal funds effective rate from
time to time plus 0.50% per annum and (3) the one-month Eurodollar Rate, plus
1.00% per annum, which shall, regardless of rate used, be no less than 2.0% per
annum, or (b) a Eurodollar Rate for a specified period appearing on Reuters
Screen LIBOR01 Page, which shall be no less than 1.00% per annum, in each case,
plus an applicable margin. Under each Credit Agreement, the applicable margin
for each Term Loan Facility is initially 7.75% per annum for ABR borrowings and
8.75% per annum for Eurodollar Rate borrowings, and in each case, from and after
the delivery of the applicable financial statements for the first full fiscal
quarter following the closing date, the applicable margin for each Term Loan
Facility shall then be (a) for ABR borrowings, either (1) 7.75% per annum, if
the consolidated leverage ratio is greater than 2.75 to 1.00 or (2) 7.25% per
annum, if the consolidated leverage ratio is less than or equal to 2.75 to 1.00
and (b) for Eurodollar Rate borrowings, either (1) 8.75% per annum, if the
consolidated leverage ratio is greater than 2.75 to 1.00 or (2) 8.25% per annum,
if the consolidated leverage ratio is less than or equal to 2.75 to 1.00.
The Parent Term Loan Facility is fully and unconditionally guaranteed on a joint
and several basis by all of the Company's existing and future domestic
subsidiaries that provide a guaranty under the Company's Second Amended and
Restated Credit Agreement, dated as of March 29, 2019 (as amended on August 28,
2019 and on February 28, 2020, the "Existing Revolving Credit Agreement") among,
inter alia, the Company, the other borrowers party thereto, the lenders party
thereto and JPMorgan Chase Bank, N.A., as administrative agent. The Dart Term
Loan Facility is fully and unconditionally guaranteed on a joint and several
basis by the Company and certain of the Company's existing and future domestic
and foreign subsidiaries. Each Term Loan Facility matures on December 3, 2023
and neither Term Loan Facility requires any amortization.
Each Term Loan Facility includes a financial covenant as well as customary
affirmative and negative covenants, including, among other things, as to
compliance with laws, delivery of quarterly and annual financial statements,
restrictions on the incurrence of liens, indebtedness, asset dispositions,
fundamental changes, restricted payments and other customary covenants.
Each Term Loan Facility includes events of default relating to customary matters
(and customary notice and cure periods), including, among other things,
nonpayment of principal, interest or other amounts; violation of covenants;
incorrectness of representations and warranties in any material respect;
cross-payment default and cross acceleration with respect to material
indebtedness; bankruptcy; material judgments; and certain ERISA events.
Copies of the Parent Term Loan Credit Agreement and the Dart Term Loan Credit
Agreement are attached hereto as Exhibits 10.1 and 10.2, respectively, and are
incorporated herein by reference. The foregoing descriptions of the Credit
Agreements are qualified in their entirety by reference to such exhibits.
Item 7.01 Regulation FD Disclosure.
On December 3, 2020, the Company issued a press release announcing the closing
of the Refinancing Transactions (as defined herein). The press release is
attached as Exhibit 99.1 to this Current Report and incorporated into this Item
7.01 by reference.
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The information contained under Item 7.01 of this Current Report on Form 8-K is
being furnished and shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as expressly set forth by specific
reference in such a filing.
Item 8.01 Other Events.
On December 3, 2020, the Company announced that it had completed the
previously-announced redemption of all of its outstanding 4.750% Senior Notes
due 2021 (the "Notes Redemption" and, together with the entry into the Term Loan
Facilities, the "Refinancing Transactions").
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 Refinancing,
including the expected terms and timing of the Refinancing and whether the
Refinancing will be completed. 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:
the effects of natural disasters, terrorist activities and epidemic or pandemic
disease outbreaks, including the coronavirus ("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; 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 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 the
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
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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 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 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, Form 10-Q for the 13
weeks ended June 27, 2020 and Form 10-Q for the 13 weeks ended September 26,
2020 and its subsequent periodic reports filed in accordance with the Securities
Exchange Act of 1934, as amended. 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 Parent Term Loan Credit Agreement, dated as of December 3, 2020, by
and among the Company, as borrower, the lenders party thereto and
Alter Domus (US) LLC, as administrative agent and collateral agent
10.2 Dart Term Loan Credit Agreement, dated as of December 3, 2020, by
and among Dart Industries, Inc. ("Dart"), as borrower, the lenders
party thereto and Alter Domus (US) LLC, as administrative agent and
collateral agent
99.1 Press Release of Tupperware Brands Corporation dated December 3,
2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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TUPPERWARE BRANDS CORPORATION 
