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NEWELL BRANDS INC. (Exact Name of Registrant As Specified in Its Charter)

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NEWELL BRANDS INC. (Exact Name of Registrant As Specified in Its Charter) 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): March 14, 2017 (March 9, 2017) NEWELL BRANDS INC. (Exact name of registrant as specified in its charter) Delaware 1-9608 36-3514169 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification Number) 221 River Street Hoboken, New Jersey 07030 (Address of principal executive offices including zip code) (201) 610-6600 (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): ☐ 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 2.01. Completion of Acquisition or Disposition of Assets. On March 9, 2017, pursuant to the previously disclosed stock and asset purchase agreement, dated as of October 12, 2016 (as may be amended from time to time, the “Purchase Agreement”), by and between Newell Brands Inc., a Delaware corporation (the “Company”), and Stanley Black & Decker, Inc., a Connecticut corporation (the “Purchaser”), and the first amendment to the Purchase Agreement, dated as of March 1, 2017 (the “First Amendment”), the Company completed the sale of substantially all of the assets of, and equity interests in, its Tools business (the “Tools business”) to the Purchaser for a purchase price of $1.95 billion in cash, adjusted for working capital and other adjustments. The Company will retain certain accounts receivable and certain liabilities associated with the Tools business. The foregoing description of the Purchase Agreement, the First Amendment and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K dated October 13, 2016 and is incorporated herein by reference, and the full text of the First Amendment, which is filed as Exhibit 2.2 to this Current Report on Form 8-K and is incorporated herein by reference. Item 7.01. Regulation FD Disclosure. On March 10, 2017, the Company issued a press release announcing the completion of the sale of the Tools business. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Item 8.01. Other Events. On March 13, 2017, the Company issued a press release (the “Tender Offers Press Release”) announcing the commencement of cash tender offers (the “Tender Offers”) for (i) any and all (the “Any and All Offer”) of the Company’s 6.250% Notes due 2018 (the “2018 Notes”) and (ii) up to $825,000,000 million of the Company’s 4.700% Notes due 2020, 2.600% Notes due 2019, 3.900% Notes due 2025, 3.150% Notes due 2021, 2.875% Notes due 2019, 4.000% Notes due 2024 and 5.000% Notes due 2023. The Tender Offers are being made solely pursuant to an offer to purchase dated March 13, 2017 and related letter of transmittal, which set forth the terms and conditions of the Tender Offers. A copy of the Tender Offers Press Release is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. In addition, on March 14, 2017, the Company delivered an irrevocable notice of redemption for any and all of the 2018 Notes not tendered in the Any and All Offer in accordance with the terms and at the redemption price, plus accrued and unpaid interest to, but not including, April 13, 2017, which is the date of redemption, as stated in the indenture governing the 2018 Notes. The information contained in this Current Report on Form 8-K shall not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful. Item 9.01. Financial Statements and Exhibits. (b) Pro Forma Financial Information The unaudited pro forma condensed combined financial statements of the Company specified in Article 11 of Regulation S-X giving effect to the disposition of the Tools business are filed as Exhibit 99.3 to this Current Report on Form 8-K and are incorporated herein by reference. - 2 - (d) Exhibits Number Exhibit 2.1 Stock and Asset Purchase Agreement, dated as of October 12, 2016, by and between Newell Brands Inc. and Stanley Black & Decker, Inc. (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K dated October 13, 2016). 2.2 First Amendment to the Stock and Asset Purchase Agreement, dated as of March 1, 2017, by and between Newell Brands Inc. and Stanley Black & Decker, Inc.* 99.1 Press Release of Newell Brands Inc., dated March 10, 2017. 99.2 Press Release of Newell Brands Inc., dated March 13, 2017. 99.3 Unaudited Pro Forma Condensed Combined Financial Statements giving effect to the disposition of the Tools business. * Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Newell Brands Inc. will furnish the omitted schedules and exhibits to the Securities and Exchange Commission upon request. - 3 - 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: March 14, 2017 By: /s/ Bradford R. Turner Bradford R. Turner Chief Legal Officer and Corporate Secretary - 4 - EXHIBIT INDEX Number Exhibit 2.1 Stock and Asset Purchase Agreement, dated as of October 12, 2016, by and between Newell Brands Inc. and Stanley Black & Decker, Inc. (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K dated October 13, 2016). 2.2 First Amendment to the Stock and Asset Purchase Agreement, dated as of March 1, 2017, by and between Newell Brands Inc. and Stanley Black & Decker, Inc.* 99.1 Press Release of Newell Brands Inc., dated March 10, 2017. 99.2 Press Release of Newell Brands Inc., dated March 13, 2017. 99.3 Unaudited Pro Forma Condensed Combined Financial Statements giving effect to the disposition of the Tools business. * Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Newell Brands Inc. will furnish the omitted schedules and exhibits to the Securities and Exchange Commission upon request. - 5 - Exhibit 2.2 FIRST AMENDMENT TO STOCK AND ASSET PURCHASE AGREEMENT This FIRST AMENDMENT TO STOCK AND ASSET PURCHASE AGREEMENT is entered into as of this 1st day of March, 2017 (this “Amendment”) by and between Newell Brands Inc., a Delaware corporation (“Parent”), and Stanley Black & Decker, Inc., a Connecticut corporation (“Purchaser”). Each of Parent and Purchaser are sometimes referred to herein as a “Party” or collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the SAPA. RECITALS: WHEREAS, Parent and Purchaser entered into that certain Stock and Asset Purchase Agreement, dated as of October 12, 2016 (the “SAPA”); and WHEREAS, Parent and Purchaser desire to amend and modify the SAPA, the Seller Disclosure Letter and certain Exhibits to the SAPA as set forth herein. NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants, representations, warranties, conditions, and agreements hereinafter expressed, and for other good and valuable consideration, the receipt and sufficiency which are hereby acknowledged, the parties hereto agree as follows: 1. Certain Matters Related to Brazil. a. Amendments. The SAPA, the Seller Disclosure Letter and the Exhibits to the SAPA are hereby amended as follows: i. The following is hereby added as Section 6.19 of the SAPA: “Brazil Account Services. (a) From and after the Closing, during the Wind-Down Period, Purchaser will, and will cause its Affiliates to, (i) use commercially reasonable efforts to collect the Brazil Receivables and (ii) pay the Brazil Payables as they come due (collectively, the “Brazil Account Services”), in each case, in the ordinary course of Purchaser’s business. Within five Business Days following the last day of each calendar month in the Wind-Down Period (each such calendar month being referred to as the “Applicable Calendar Month”), Purchaser will deliver, or cause to be delivered, to Parent a statement setting forth the Brazil Receivables collected and Brazil Payables paid during the Applicable Calendar Month, including the aggregate amount of such Brazil Receivables collected and Brazil Payables paid. Each such report will include such documentation as is reasonably necessary to support the calculation of the Brazil Receivables and Brazil Payables set forth therein. No later than ten Business Days following the delivery of such statement, (i) if the aggregate amount of Brazil Receivables collected during the Applicable Calendar Month is greater than the aggregate amount of Brazil Payables paid during the Applicable Calendar Month, Purchaser or its applicable Subsidiary will remit such excess amount in cash to Parent or its designated Subsidiary and (ii) if the aggregate amount of Brazil Payables paid during the Applicable Calendar Month is greater than the aggregate amount of Brazil Receivables collected during the Applicable Calendar Month, Parent will pay such excess amount in cash to Purchaser or its designated Subsidiary.
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