TUPPERWARE BRANDS CORP: entering into a material definitive agreement, results of operations and financial condition, creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant, change of directors or principal officers, financial statements and supporting documents (Form 8-K)
Section 1.01 Entering into a Material Definitive Agreement.
August 1, 2022, Tupperware Brands Corporation(the "Company"), Tupperware Products AG("the Swiss Subsidiary Borrower"), Administradora Dart, S. de R.L. de C.V.("the Mexican Subsidiary Borrower"), and Tupperware Brands Asia Pacific Pte. Ltd("the Singaporean Subsidiary Borrower", together with the Company, the Swiss Subsidiary Borrower and the Mexican Subsidiary Borrower, the "Borrowers"), entered into the first amendment (the "Amendment") to that certain Credit Agreement dated as of November 23, 2021(the "Credit Agreement") by and among the Borrowers, Wells Fargo Bank, National Association, as administrative agent and the lenders party thereto. The Amendment, among other things, provides (i) for the transition from a LIBOR to Term SOFR benchmark, with a 10 basis point credit spread adjustment for all tenors, (ii) that the Company's Consolidated Net Leverage Ratio (as defined in the Credit Agreement and which is calculated net of up to $100 millionof unrestricted cash and cash equivalents ("Cash Netting")) may be 4.50 to 1.00 for the third fiscal quarter 2022 and 4.25 to 1.00 for the fourth fiscal quarter 2022 and first fiscal quarter 2023 (such period, the "Covenant Adjustment Period"), stepping down to 3.75 to 1.00 for the second fiscal quarter 2023 and for the fiscal quarters thereafter (rather than requiring a maximum ratio of 3.75 to 1.00 for all fiscal-quarter ends), and (iii) that the maximum applicable margin for Term SOFR Loans (as defined in the Credit Agreement), Eurocurrency Loans (as defined in the Credit Agreement) and Basic ESTR Loans (as defined in the Credit Agreement) will increase from a maximum of 2.25% (or 2.285% for Daily Simple SONIA Loans (as defined in the Credit Agreement)) and 1.25% for Base Rate Loans (as defined in the Credit Agreement)) (collectively, the "Initial Maximum Applicable Margins") to (a) if the Company's Consolidated Net Leverage Ratio is greater than 3.00 to 1.00 but less than 3.50 to 1.00, 2.50% for Term SOFR Loans, Eurocurrency Loans and Basic ESTR Loans (or 2.535% for Daily Simple SONIA Loans) and 1.50% for Base Rate Loans and (b) if the Company's Consolidated Net Leverage ratio is greater than 3.50 to 1.00, 2.75% for Term SOFR Loans, Eurocurrency Loans and Basic ESTR Loans (or 2.785% for Daily Simple SONIA Loans) and 1.75% for Base Rate Loans. In addition, the commitment fee for unused commitments will increase from a maximum of 0.275% (the "Initial Maximum Commitment Fee") to (a) if the Company's Consolidated Net Leverage Ratio is greater than 3.00 to 1.00 but less than 3.50 to 1.00, 0.325% and (b) if the Company's Consolidated Net Leverage ratio is greater than 3.50 to 1.00, 0.375%. Each of the maximum applicable margins and the maximum commitment fee will revert back to the Initial Maximum Applicable Margins and the Initial Maximum Commitment Fee on the first fiscal quarter after the termination of the Covenant Adjustment Period for which the Company delivers a compliance certificate demonstrating that its Consolidated Net Leverage Ratio is less than or equal to 2.75 to 1.00 for two consecutive fiscal quarters. The Company's ability to incur incremental facilities under the Credit Agreement, incur certain debt, incur certain liens, make certain investments and restricted payments, consummate certain internal reorganizations and rely on certain reinvestment exceptions to the mandatory prepayment provisions will be restricted during the Covenant Adjustment Period. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which will be filed with the Form 10-Q for the quarter ended September 24, 2022.
Item 2.02 Results of Operations and Financial Condition.
August 3, 2022, Tupperware Brands Corporation(the "Company" or the "Registrant") issued an earnings release, as well as supplemental non-GAAP information. A copy of the earnings release is furnished with this Current Report on Form 8-K as Exhibit 99.1, and a copy of the supplemental non-GAAP information is furnished with this Current Report on Form 8-K as Exhibit 99.2. All information in the news release and the supplemental non-GAAP information is furnished and shall not be deemed "filed" with the Securities and Exchange Commissionfor purposes of Section 18 of the Exchange Act, or otherwise be subject to the liability of that Section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporated it by reference. The earnings release and supplemental non-GAAP information furnished with this Current Report on Form 8-K include measures that exclude certain items required to be presented under generally accepted accounting principles ("GAAP"). These measures are not recognized under generally accepted accounting principles ("GAAP") and are referred to as "non-GAAP financial measures" in Regulation G under the Exchange Act. The Company believes these measures are of interest to investors and facilitate useful period-to-period comparisons of the Company's financial results, and this information is used by the Company in evaluating internal performance. The non-GAAP measures are reconciled to the most directly comparable GAAP measure in tables at the end of the earnings release and in the supplemental non-GAAP information.
Item 2.03 Creation of a Direct Financial Obligation Under an Off-Balance Sheet Registrant Arrangement
The information set out in point 1.01 above is incorporated by reference herein.
Article 5.02 Departure of directors or certain officers; Election of directors; Appointment of certain leaders; Compensatory provisions of certain executives.
August 2, 2022, the Board of Directors (the "Board") of the Company elected Mark Burgessto serve as a director and expanded the size of the Board to 12 directors, with both actions effective August 4, 2022. The Board determined that Mr. Burgess-------------------------------------------------------------------------------- satisfies the requirements of the New York Stock Exchangeand the criteria of the Board to constitute an "independent" director. There were no arrangements or understandings pursuant to which Mr. Burgesswas selected or any relationships or related transactions between the Company and Mr. Burgessof the type required to be disclosed under applicable Securities and Exchange Commission("SEC") rules. Mr. Burgesswill serve as a member of the Audit & Finance Committeeof the Board. Mr. Burgesswill participate in the compensation program for non-employee directors described in the Company's Definitive Proxy Statement filed with the SECon March 22, 2022.
A copy of the Company’s press release announcing
Item 9.01 Financial statements and supporting documents.
(d) Exhibits Exhibit Number Description Press Release of Tupperware Brands Corporation dated August 3 , 99.1 2022 99.2 Supplemental non-GAAP information Press Release Announcing Appointment of Mark Bu r gess dated August 3, 99.3 2022 104 Cover Page Interactive Data File (embedded within
the Inline XBRL document)
* Portions of the exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
The Companyagrees to furnish a supplemental copy of any omitted schedule or exhibit to the SECupon request.
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