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.

On 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 million of 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.

On 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
Commission for 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.

On August 2, 2022, the Board of Directors (the "Board") of the Company elected
Mark Burgess to 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

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satisfies the requirements of the New York Stock Exchange and the criteria of
the Board to constitute an "independent" director. There were no arrangements or
understandings pursuant to which Mr. Burgess was selected or any relationships
or related transactions between the Company and Mr. Burgess of the type required
to be disclosed under applicable Securities and Exchange Commission ("SEC")
rules. Mr. Burgess will serve as a member of the Audit & Finance Committee of
the Board. Mr. Burgess will participate in the compensation program for
non-employee directors described in the Company's Definitive Proxy Statement
filed with the SEC on March 22, 2022.

A copy of the Company’s press release announcing At Mr. Burgess the election is attached hereto as Exhibit 99.3 and incorporated herein by reference.

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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 Company agrees to furnish a supplemental copy of any omitted
schedule or exhibit to the SEC upon request.

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