NEWELL BRANDS INC. (NYSE:NWL) Files An 8-K Completion of Acquisition or Disposition of Assets

Item2.01.

On March9, 2017, to the previously disclosed stock and asset
purchase agreement, dated as of October12, 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 $1.95billion 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 Companys Current Report on
Form 8-K dated October13, 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.

On March10, 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.

On March13, 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 Companys 6.250% Notes due 2018 (the 2018 Notes) and
(ii)up to $825,000,000million of the Companys 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 to an
offer to purchase dated March13, 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.

(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.