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

On March 15, 2018 and March 16, 2018, certain of the Reporting Persons entered into forward contracts (the “Recent Forwards”) providing for the purchase by such Reporting Persons of an aggregate of 3,013,222 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. The Reporting Persons also paid the counterparty to the Recent Forwards an aggregate amount of approximately $17.2 million upon entering into such Recent Forwards.

    The Recent Forwards provide for physical settlement, with the Reporting Person retaining the right to elect cash settlement.  The Recent Forwards do not give any Reporting Persons direct or indirect voting, investment or dispositive control over the Shares to which such contracts relate. The Recent Forwards expire on January 28, 2020.

In addition, on the other relevant dates listed above in Item 5(c), certain of the Reporting Persons entered into forward contracts (the “Initial Forwards”) providing for the purchase by such Reporting Persons of an aggregate of 26,441,791 Shares at a forward price of $23.00 per share, for an aggregate forward price of approximately $608.2 million, plus a financing charge. The forward price is subject to adjustment to account for any dividends or other distributions declared by the Issuer. The Reporting Persons also paid the counterparty to the Initial Forwards an aggregate amount of approximately $123.9 million upon entering into such forward contracts. The Initial Forwards would have expired on January 28, 2020.

The Initial Forwards provided for physical settlement, with the Reporting Person retaining the right to elect cash settlement.  The Initial Forwards did not give any Reporting Persons direct or indirect voting, investment or dispositive control over the Shares to which such contracts related. On March 15, 2018, the Reporting Persons exercised all such Initial Forwards and thereby acquired 26,441,791 Shares in the aggregate.

Except as otherwise described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

1	Joint Filing Agreement of the Reporting Persons.