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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/22/22 Newell Brands Inc. 8-K:1,9 2/21/22 12:220K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 25K 2: EX-10.1 Material Contract HTML 43K 3: EX-99.1 Miscellaneous Exhibit HTML 14K 7: R1 Document and Entity Information HTML 46K 10: XML IDEA XML File -- Filing Summary XML 12K 8: XML XBRL Instance -- d261956d8k_htm XML 13K 9: EXCEL IDEA Workbook of Financial Reports XLSX 6K 5: EX-101.LAB XBRL Labels -- nwl-20220221_lab XML 53K 6: EX-101.PRE XBRL Presentations -- nwl-20220221_pre XML 34K 4: EX-101.SCH XBRL Schema -- nwl-20220221 XSD 12K 11: JSON XBRL Instance as JSON Data -- MetaLinks 11± 18K 12: ZIP XBRL Zipped Folder -- 0001193125-22-047827-xbrl Zip 22K
Form 8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 22, 2022 ( i February 21, 2022)
i NEWELL BRANDS INC.
(Exact name of registrant as specified in its charter)
i Delaware | i 1-9608 | i 36-3514169 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
i 6655 Peachtree Dunwoody Road
i Atlanta, i Georgia i 30328
(Address of principal executive offices including zip code)
i (770) i 418-7000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
i ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
i Common stock, $1 par value per share | i NWL | i Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. | Entry into a Material Definitive Agreement. |
On February 21, 2022, Newell Brands Inc. (the “Company”) entered into a stock purchase agreement (the “Purchase Agreement”) with Icahn Partners LP and Icahn Partners Master Fund LP (collectively, the “Icahn Parties”) pursuant to which the Company agreed to purchase an aggregate of 10,634,184 common shares of the Company, par value $1.00 per share (the “Common Shares”), at a price per Common Share of $25.86, the closing price of a Common Share on the NASDAQ Global Select Market on February 18, 2022, the last trading day prior to the execution of the Purchase Agreement, or an aggregate purchase price of approximately $275 million. The Company intends to fund the transaction from cash on hand and available borrowings under its existing credit facility. The transactions contemplated by the Purchase Agreement are expected to close on February 25, 2022, subject to customary closing conditions.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
10.1 | Purchase Agreement dated February 21, 2022 by and between the Company and the Icahn Parties. | |
99.1 | Press Release of Newell Brands Inc. dated February 22, 2022. | |
104 | Cover Page Interactive Data File – The cover page from the Company’s Current Report on Form 8-K filed on February 21, 2022 is formatted in Inline XBRL (included as Exhibit 101 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NEWELL BRANDS INC. | ||||||
Dated: February 22, 2022 | By: | |||||
Bradford R. Turner | ||||||
Chief Legal & Administrative Officer and Corporate Secretary |
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This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
2/25/22 | ||||
Filed on: | 2/22/22 | 4, SC 13D/A | ||
For Period end: | 2/21/22 | 4 | ||
2/18/22 | 4 | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/15/23 Newell Brands Inc. 10-K 12/31/22 131:21M 9/12/22 Newell Brands Inc. 424B5 2:743K Donnelley … Solutions/FA 9/09/22 Newell Brands Inc. 424B5 1:709K Donnelley … Solutions/FA 7/29/22 Newell Brands Inc. S-8 7/29/22 4:85K Donnelley … Solutions/FA 5/05/22 Newell Brands Inc. S-8 5/05/22 4:78K Donnelley … Solutions/FA 4/29/22 Newell Brands Inc. 10-Q 3/31/22 93:8.4M |