13D Filing: Icahn Capital LP and Newell Brands Inc (NWL)

SCHEDULE 13D

This statement constitutes Amendment No. 1 to the Schedule 13D relating to the shares of Common Stock, par value $1.00 per share (“Shares”), issued by Newell Brands Inc. (the “Issuer”), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2018 (the “Schedule 13D”), to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

Item 2.  Identity and Background

Item 2 of the Schedule 13D is hereby amended to add the following:

The Reporting Persons also include Brett Icahn, a citizen of the United States of America, who may be considered to have formed a “group” with the other Reporting Persons within the meaning of Section 13(d)(3) of the Act by virtue of his being a party to the Nomination Agreement. The principal business address of Brett Icahn is c/o Icahn Associates Holding LLC, 767 Fifth Avenue, 47th Floor, New York, NY 10153.

Brett Icahn’s present principal occupation or employment is serving as a consultant for Icahn Enterprises, where he exclusively provides investment advice to Carl C. Icahn with respect to the investment strategy for Icahn Enterprises’ Investment segment and with respect to capital allocation across Icahn Enterprises’ various operating subsidiaries.

Brett Icahn has not, during the past five years, (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws.

Item 3.  Source and Amount of Funds or Other Consideration

The first paragraph of Item 3 of the Schedule 13D is hereby amended by replacing it in its entirety with the following:

The Reporting Persons may be deemed to be the beneficial owner of, in the aggregate, 33,793,013 Shares (including Shares underlying forward contracts). Of such Shares, 30,279,791 Shares were purchased by the Reporting Persons (other than Brett Icahn) collectively for an aggregate purchase price of approximately $829.7 million. An additional 3,013,222 Shares may be deemed beneficially owned by the Reporting Persons (other than Brett Icahn) as a result of their having entered into forward contracts (the “Forwards”) with respect to such number of Shares at a forward price of $23.00 per share, for an aggregate forward price of approximately $69.3 million, plus a financing charge. The forward price is subject to adjustment to account for any dividends or other distributions declared by the Issuer.  In addition, the relevant Reporting Persons paid the counterparty to the Forwards an aggregate amount of approximately $17.2 million upon entering into such Forwards.

The remaining 500,000 Shares are beneficially owned by Brett Icahn, who may be considered to have formed a “group” with the other Reporting Persons within the meaning of the Act by virtue of his being a party to the Nomination Agreement. Of the 500,000 Shares beneficially owned by Brett Icahn, 250,000 of such Shares are beneficially owned by a charitable foundation controlled by Brett Icahn. The Reporting Persons other than Brett Icahn expressly disclaim beneficial ownership of the 500,000 Shares beneficially owned by Brett Icahn, who expressly retains the sole voting and investment power over the Shares that he beneficially owns. In addition, Brett Icahn expressly disclaims beneficial ownership of the 33,293,013 Shares (including Shares underlying forward contracts) beneficially owned by the other Reporting Persons, who collectively expressly retain the sole voting and investment power over the Shares that they beneficially own.

Item 4 of the Schedule 13D is hereby amended to add the following:

On March 18, 2018, the Reporting Persons entered into a Director Appointment and Nomination Agreement (the “Nomination Agreement”) with the Issuer. In addition, on March 19, 2018, the Issuer issued a press release (the “Press Release”) related to the Nomination Agreement. Copies of the Nomination Agreement and Press Release are filed herewith as exhibits and incorporated herein by reference.