8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 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): October 14, 2015

 

 

NEWELL RUBBERMAID INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   1-9608   36-3514169

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

3 Glenlake Parkway

Atlanta, Georgia

   30328
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (770) 418-7000

 

 

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):

 

  ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

On October 14, 2015, Newell Rubbermaid Inc. (the “Company”) and Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the underwriters named therein, entered into an Underwriting Agreement (the “Underwriting Agreement”) with respect to the offering and sale of $600,000,000 of unsecured senior notes, consisting of $300,000,000 aggregate principal amount of 2.150% Notes due 2018 (the “2018 Notes”) and $300,000,000 aggregate principal amount of 3.900% Notes due 2025 (the “2025 Notes” and, together with the 2018 Notes, the “Notes”) under the Company’s Registration Statement on Form S-3 (Registration No. 333-194324). The offering and sale closed on October 19, 2015. The purchase price paid by the underwriters was 99.647% of the aggregate principal amount of the 2018 Notes and 99.036% of the aggregate principal amount of the 2025 Notes. The Notes were issued pursuant to an Indenture, dated as of November 19, 2014, between Newell Rubbermaid Inc. and U.S. Bank National Association, as trustee.

Copies of the Underwriting Agreement, the form of the 2018 Notes and the 2025 Notes are filed as Exhibits 1.1, 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are hereby incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit

   

Description

1.1    Underwriting Agreement, dated October 14, 2015, among Newell Rubbermaid Inc., Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC
4.1    Form of 2.150% Note due 2018
4.2    Form of 3.900% Note due 2025
5.1    Opinion of Schiff Hardin LLP

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.

 

Date: October 19, 2015

       NEWELL RUBBERMAID INC.
    By:  

/s/ Bradford R. Turner

     

Bradford R. Turner

      Senior Vice President, General Counsel
      and Corporate Secretary