8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

October 29, 2020

Date of Report (Date of earliest event reported)

TUPPERWARE BRANDS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-11657		36-4062333
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)
14901 South Orange Blossom Trail	Orlando	FL	32837
(Address of principal executive offices)			(Zip Code)

407 826-5050

Registrant's telephone number, including area code

_________________________________________

Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	TUP	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed on a Form 8-K filed with the Securities and Exchange Commission on July 27, 2020, Tupperware Brands Corporation (the “Company”) entered into a definitive purchase and sale agreement (as amended, the “Purchase and Sale Agreement”) with O’Connor Management LLC (“O’Connor”), whereby O’Connor agreed to purchase approximately 740 acres of the Company’s property in Orlando, Florida, inclusive of 500 acres of wetlands, comprising all remaining Company-owned land in Orlando. On October 30, 2020, the Company entered into a fourth amendment to the Purchase and Sale Agreement with O’Connor, which amendment, among other things:

•Moves a portion of the land that would originally have been included in the Phase II Closing (as defined in the Purchase and Sale Agreement) into the Phase III Closing (as defined in the Purchase and Sale Agreement);

•Adjusts terms related to the lease of the Company’s headquarters, including extending the initial lease term to eleven years, modifying the size of leased premises, and adding rights to acquire the headquarters at the end of the term; and

•Provides for multiple additional closings.

In connection with the parties’ execution of the fourth amendment to the Purchase and Sale Agreement, on October 30, 2020 the Company and O’Connor closed on Phase I (as defined in the Purchase and Sale Agreement), involving the sale and leaseback of the Company’s corporate headquarters in Orlando, Florida, and Phase II (as defined in the Purchase and Sale Agreement), involving portions of the Company’s owned real property in Orlando, Florida, for an aggregate gross purchase price of $43.7 million. The transaction transferred approximately 108 acres and is the first of two transactions to finalize Tupperware’s sale of the company’s remaining land in Central Florida to O’Connor Capital Partners.

The final transaction, Phase III, a sale of undeveloped land surrounding the headquarters property, is planned to take place before the end of the year. The Company can make no assurances that the Phase III transactions, or any other closings negotiated between the Company and O’Connor pursuant to the fourth amendment to the Purchase and Sale Agreement, will close.

The foregoing summary of the fourth amendment to the Purchase and Sale Agreement is qualified in its entirety by reference to the fourth amendment attached hereto as Exhibit 10.1, which is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On November 2, 2020, the Company issued a press release announcing that it had completed the Phase I and Phase II Closings. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of, or otherwise regarded as filed under, the Exchange Act, nor shall it be deemed incorporated by reference into any filing under the Securities Act, or in the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

On October 29, 2020, the Company entered into a definitive agreement for the sale of its Avroy Shlain beauty business in South Africa for a gross purchase price of approximately 494 million rand, or approximately 30 million US dollars, as of October 29, 2020. The transaction is subject to customary closing conditions, including approval by the local competition commission in South Africa.

Forward-Looking Statements

This report contains certain statements that are, or may be deemed to be, “forward-looking statements.” These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Actual outcomes and results may differ materially from those expressed in, or implied by, such forward-looking statements. Words such as “estimates,” “outlook,” “guidance,” expect,” “believe,” “intend,” “designed,” “target,” “plans,” “may,” “will,” “should,” “would,” “could,” and similar words are forward-looking statements and not historical facts. While the Company intends to continue to seek opportunities to improve its liquidity position if opportunities are favorable or are otherwise available on acceptable terms, no assurance can be given that any such transaction will occur. These forward-looking statements and related assumptions involve risks and uncertainties that could cause actual results and outcomes to differ materially from any forward-looking statements or views expressed herein.

These risks and uncertainties include, but are not limited to, the following: the effects of natural disasters, terrorist activities and epidemic or pandemic disease outbreaks, including the COVID-19 outbreak; general economic and political conditions in the United States and in other countries in which the Company currently does business, including those resulting from the COVID-19 outbreak, recessions, political events and acts or threats of terrorism or military conflicts; our ability to ship product to customers on a timely basis, including because of delays caused by our supply chain; our ability to sustain the same level of growth in sales and net income that we recorded in the second and third quarter of 2020; the success of the Company’s efforts to improve its profitability and liquidity position and any capital structure actions that it may take; the impact of the Company’s substantial indebtedness, including the effect of the Company’s leverage on its liquidity, financial position and earnings, and the Company’s ability and obligation to make payments on its indebtedness, which could reduce its financial flexibility and ability to fund other activities; the potential impact of management's determination that the Company may not be able to continue to operate as a going concern;the Company’s access to, and the costs of, financing and refinancing and the potential that banks with which the Company maintains lines of credit may be unable or unwilling to fulfill their commitments; the costs and covenant restrictions associated with the Company’s credit arrangements and their outstanding senior notes; the Company’s ability to comply with, or further amend, financial covenants under its Credit Agreement; potential downgrades to the Company’s credit ratings; successful recruitment, retention and productivity levels of the Company’s independent sales forces; the ability to attract and retain certain executive officers and key management personnel and the success of transitions or changes in leadership or key management personnel; the success of land buyers in attracting tenants for commercial and residential development and obtaining required government approvals and financing; disruptions caused by the introduction of new or revised distributor operating models or sales force compensation systems or allegations by equity analysts, former distributors or sales force members, government agencies or others as to the legality or viability of the Company’s business model, particularly in India; disruptions caused by restructuring activities, including facility reductions or closures, and the combination and exit of business units, including impacts on business models and the supply chain, as well as not fully realizing expected savings or benefits related to increasing sales from actions taken; success of new products and promotional programs; the ability to implement appropriate product mix and pricing strategies; governmental regulation of materials used in products coming into contact with food (e.g., polycarbonate and polyethersulfone), as well as beauty, personal care, essential oils and nutritional products; governmental regulation and consumer tastes related to the use of plastic in products and/or packaging material; the ability to procure and pay for at reasonable economic cost, sufficient raw materials and/or finished goods to meet current and future consumer demands at reasonable suggested retail pricing levels in certain markets, particularly those with stringent government regulations and restrictions; the impact of changes in consumer spending patterns and preferences, particularly given the global nature of the Company's business; the value of long-term assets, particularly goodwill and indefinite and definite-lived intangibles associated with acquisitions, and the realizability of the value of recognized tax assets; changes in plastic resin prices, other raw materials and packaging components, the cost of converting such items into finished goods and procured finished products and the cost of delivering products to customers; the introduction of Company operations in new markets outside the United States; general social, economic and political conditions in markets, such as in Argentina, Brazil, China, France, India, Mexico, Russia and Turkey and other countries impacted by such events; issues arising out of the sovereign debt in the countries in which the Company operates, such as in Argentina and those in the Euro zone, resulting in potential economic and operational challenges for the Company’s supply chains, heightened counterparty credit risk due to adverse effects on customers and suppliers, exchange controls (such as in Argentina and Egypt) and translation risks due to potential impairments of investments in affected markets; disruptions resulting from either internal or external labor strikes, work stoppages, or similar difficulties, particularly in Brazil, France, India and South Africa; changes in cash flow resulting from changes in operating results, including from changes in foreign exchange rates, restructuring activities, working capital management, debt payments, share repurchases and hedge settlements; the impact of currency fluctuations on the value of the Company’s operating results, assets, liabilities and commitments of foreign operations generally, including their cash balances during and at the end of quarterly reporting periods, the results of those operations, the cost of sourcing products across geographies and the success of foreign hedging and risk management strategies; the Company's ability to engage in hedging transactions (including, without limitation, forwards and swaps) with financial institutions to mitigate risks relating to foreign-currrency fluctuations and/or interest rate fluctuations and the possibility that such hedging transactions, even if entered into, are unsuccessful; the ability to repatriate, or otherwise make available, cash in the United States and to do so at a favorable foreign exchange rate and with favorable tax ramifications, particularly from Brazil, China, India, Indonesia, Malaysia, Mexico and South Africa; the ability to obtain all government approvals on, and to control the cost of infrastructure obligations associated with, property, plant and equipment; the ability to timely and effectively implement, transition, maintain and protect necessary information technology systems and infrastructure; cyberattacks and ransomware demands that could cause the Company to not be able to operate its systems and/or access or control its data, including private data; integration of non-traditional product lines into Company operations; the effect of legal, regulatory and tax proceedings, as well as restrictions imposed on the Company’s operations or Company representatives by foreign governments, including changes in interpretation of employment status of the sales force by government authorities, exposure to tax responsibilities imposed on the sales force and their potential impact on the sales force’s value chain and resulting disruption to the business and actions taken by governments to set or restrict the freedom of the Company to set its own prices or its suggested retail prices for product sales by its sales force to end consumers and actions taken by governments to restrict the ability to convert local currency to other

currencies in order to satisfy obligations outside the country generally, and in particular in Argentina and Egypt; the effect of competitive forces in the markets in which the Company operates, particularly related to sales of beauty, personal care and nutritional products, where there are a greater number of competitors; the impact of counterfeit and knocked-off products and programs in the markets in which the Company operates and the effect this can have on the confidence of, and competition for, the Company's sales force members; the impact of changes, changes in interpretation of or challenges to positions taken by the Company with respect to U.S. federal, state and foreign tax or other laws, including with respect to the Tax Act in the United States and non-income taxes issues in Brazil, India, Indonesia and Mexico; and other risks detailed in the Company’s Annual Report on Form 10-K for the year ended December 28, 2019, its Quarterly Report on Form 10-Q for the 13 weeks ended March 28, 2020, its and its subsequent periodic reports filed in accordance with the Exchange Act. These statements are representative only as of the date they are made, and the Company disclaims and does not undertake any obligation to update or revise any forward-looking statements in this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
10.1	Fourth Amendment to Contract for Sale and Purchase of Real Property, dated as of October 30, 2020, by and among the Sellers and O’Connor
99.1	Press Release of Tupperware Brands Corporation dated November 2, 2020 regarding Phase I and Phase II Closing.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		TUPPERWARE BRANDS CORPORATION
		(Registrant)
Date:	November 2, 2020	By:	/s/ Karen M. Sheehan
			Karen M. Sheehan
			Executive Vice President, Chief Legal Officer & Secretary

EX-10.1

EXHIBIT 10.1

FOURTH AMENDMENT TO CONTRACT FOR SALE

AND PURCHASE OF REAL PROPERTY

THIS FOURTH AMENDMENT TO CONTRACT FOR SALE AND PURCHASE OF REAL PROPERTY (this “Fourth Amendment”) is made and entered into as of the 30th day of October, 2020 (the “Fourth Amendment Effective Date”), by and among DART INDUSTRIES, INC., a Delaware corporation, DEERFIELD LAND CORPORATION, a Delaware corporation, TUPPERWARE U.S., INC., a Delaware corporation (collectively, “Seller”), and O’CONNOR MANAGEMENT LLC, a Delaware limited liability company (“Purchaser”).

WITNESSETH:

WHEREAS, Seller and Purchaser entered into that certain Contract for Sale and Purchase of Real Property dated as of May 11, 2020, relating to the purchase and sale of certain real property located in Osceola County, Florida and legally described on Exhibit “A” purportedly attached thereto and certain real property located in Orange County, Florida and legally described on Exhibit “B” purportedly attached thereto (collectively the “Original Agreement”), as modified and amended by that certain First Amendment to Contract for Sale and Purchase of Real Property dated as of June 10, 2020 (the “First Amendment”), that certain Second Amendment to Contract for Sale and Purchase of Real Property dated as of July 15, 2020 (the “Second Amendment”), and that certain Third Amendment to Contract for Sale and Purchase of Real Property dated as of July 22, 2020 (the “Third Amendment); the Original Agreement, as amended by the First Amendment, the Second Amendment, and the Third Amendment, shall be referred to herein as the “Agreement”);

WHEREAS, by written notice to Seller on August 31, 2020, Purchaser elected to terminate the Agreement as permitted by the terms thereof, however the parties informally agreed to keep the Deposit in escrow while continuing to negotiate modifications to the Agreement; and

WHEREAS,Purchaser and Seller wish to ratify the Agreement and modify and amend the terms of the Agreement in the manner set forth herein.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements of the parties, and other good and valuable considerations, the receipt and sufficiency of which is hereby acknowledged and agreed by each of the parties, Seller and Purchaser do hereby covenant and agree as follows:

1.Recitals

Seller and Purchaser do hereby mutually represent and warrant that the foregoing recitals are true and correct, and said recitals are hereby ratified, confirmed, and incorporated into the body of this Fourth Amendment.

2.Defined Terms

Any capitalized terms utilized in this Fourth Amendment and which are not separately defined herein shall have the meaning ascribed thereto in the Agreement.

3.Ratification. Purchaser and Seller agree that the Agreement and, except for the terms and conditions which are modified and amended by this Fourth Amendment, the terms and conditions thereof, are hereby ratified and reinstated by the parties hereto. For clarification, it is the intent of the parties that the Agreement, as amended hereby, is in full effect and shall be treated for all purposes as having been in full effect from the Effective Date of the Original Agreement through the date of this Fourth Amendment. Tupperware Brands Corporation has executed the Joinder attached hereto for the purpose of confirming its agreement to the foregoing, as more particularly set forth in such Joinder.

4.Deposits. On October 2, 2020, Purchaser delivered to Escrow Agent the sum of $500,000.00, and on October 22, 2020, Purchaser delivered to Escrow Agent the sum of $500,000.00 (collectively, the “Interim Deposit”). Upon the execution of this Fourth Amendment, the Interim Deposit paid to Escrow Agent shall constitute the First Additional Deposit, and the Initial Deposit and the First Additional Deposit shall be nonrefundable. Section 4(c) of the Third Amendment is hereby deleted in its entirety and replaced with the following language, “In the event the Phase I Closing and the Phase II Closing are consummated, Purchaser shall pay to Escrow Agent an additional deposit of One Million Five Hundred Thousand Dollars ($1,500,000.00) on or before the expiration of the Phase III Inspection Period (the “Second Additional Deposit”, and collectively with the Initial Deposit and the First Additional Deposit, the “Deposit”):”.

5.Phase II and Phase III Closing. The Third Amendment is hereby modified and amended to remove Lots 1, 4, and 6 of Replat 33 (such Replat 33 being described as a portion of Parcels 6 and 6A attached to the Existing Commitment) from the real property included in Phase II. The Third Amendment is further modified and amended to expand the real property included within Phase III to include Lots 1, 4 and 6 of Replat 33.

6.Interim Closing. Purchaser has the right, upon at least ten (10) days’ prior written notice to Seller, to elect to acquire the Replat 33 Parcels (as defined below) at an interim Closing (the “Interim Closing”) on a date that is prior to the Phase III Closing Date (the “Interim Closing Date”) for a purchase price of Four Million Nine Hundred Twenty-Three Thousand Six Hundred Seventy-Six and 68/100 Dollars ($4,923,676.68) (the “Interim Purchase Price”). If Purchaser elects to have the Interim Closing, then: (i) the same shall constitute a “Closing” under the Agreement, (ii) the Interim Closing Date shall constitute a “Closing Date” under the Agreement, (iii) all closing documents described in Section 7(b) will be executed and delivered with respect to the Replat 33 Parcels (other than those specifically required to be executed at the Phase I Closing and/or the Phase II Closing and other than the Assignment of Developer’s Rights, which shall be executed at the full Phase III Closing), (iii) the Phase III Purchase Price (as increased by this Fourth Amendment) shall be reduced by the amount of the Interim Purchase Price, (iv) $500,000.00 of the Second Additional Deposit (if paid by then) shall be applied to the Interim Purchase Price due from Purchaser at the Interim Closing, and (v) the Interim Closing shall constitute a partial Phase III Closing, and the terms and conditions of the Agreement (as

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amended by this Fourth Amendment) shall apply to the Interim Closing as if it was a partial Phase III Closing (except as expressly set forth in this Fourth Amendment). As used herein, the term “Replat 33 Parcels” shall mean all of OSCEOLA CORPORATE CENTER- REPLAT THIRTY THREE, according to the Plat thereof recorded in Plat Book 28, Pages 119 and 120, less and except Lots 5 and Tract A therefrom, all according to the Public Records of Osceola County, Florida.

7.Phase I and Phase II Closing Dates. Both the Phase I Closing Date and the Phase II Closing Date are hereby extended to the date that is on or before the date that is one (1) business day after the Fourth Amendment Effective Date.

8.Allocation of Phase II Purchase Price and Deposits. The Phase II Purchase Price, as reduced by this Fourth Amendment, is equal to Thirteen Million Seven Hundred Forty-Four Thousand Three Hundred Ninety-One and 32/100 Dollars ($13,744,391.32). The Initial Deposit and First Additional Deposit in the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) held by Escrow Agent shall be allocated as follows, (i) $1,000,000.00 shall be allocated to the Phase I Purchase Price and (ii) $500,000.00 shall be applied to the portion of the Phase II Purchase Price allocated to the TOD Parcels. The Second Additional Deposit shall be applied as set forth in the Third Amendment, as amended by this Fourth Amendment.

9.Phase II Purchase Price and Phase III Purchase Price. Section 4(e) of the Third Amendment is hereby modified and amended to reduce the Phase II Purchase Price to Thirteen Million Seven Hundred Forty-Four Thousand Three Hundred Ninety-One and 32/100 Dollars ($13,744,391.32), to account for the moving of real property from Phase II into Phase III pursuant to Section 5 of this Fourth Amendment. Therefore, Section 4(f) of the Third Amendment is hereby modified and amended to increase the Phase III Purchase Price to Forty-Two Million Five Thousand Five Hundred Seventy-Two and 68/100 Dollars ($42,005,572.68).

10.Tract A of Replat 33. Tract A of Osceola Corporate Center – Replat Thirty Three according to the plat recorded at Plat Book 28, Page 119, of the Public Records of Osceola County, Florida (“Tract A of Replat 33”), is currently part of Phase III. Seller and Purchaser hereby agree to move Tract A of Replat 33 from Phase III to Phase I; provided, however, the Phase I Purchase Price and the Phase III Purchase Price shall remain unchanged except as set forth in Section 8 of this Fourth Amendment.

11.Lease. The following provisions will be part of the Lease: (i) the Lease will have an initial term of eleven (11) years instead of ten (10) years; (ii) the premises leased under the Lease will include all of Phase I, less the cell tower leased premises, and at the time Phase I is replatted, the landlord will take back the future development lots known as Lots 3 and 4 and the same will be removed from the leased premises; (iii) if requested by the landlord, the tenant will consent to the granting of any development-related easements over the leased premises reasonably requested by the landlord in connection with the development of such Lots 3 and 4 or the Additional Land, including, without limitation, drainage, access and temporary construction easements; (iv) if requested by the landlord, the tenant will consent to and execute any subdivision plats or lot splits involving the leased premises at no cost to tenant; (v) at or prior to the replatting of Phase I, landlord (a) shall execute and record (if not included in the replatting of

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Phase I) permanent easements to replace the easements granted in the HQ Easement (as hereinafter defined) in form reasonably acceptable to tenant (which approval will also not be unreasonably conditioned or delayed) to ensure the continued services for access, drainage and utilities currently serving the headquarters parcel over development Lots 3 and 4 so that they remain available, uninterrupted and fully functional (which permanent easements may be in relocated areas reasonably acceptable to tenant), and (b) landlord shall obtain any and all approvals from its lenders to complete such permanent easements or the relocation of such easements, as applicable; (v) tenant shall have a right of first offer during the Term or any Renewal Term under the Lease to purchase the leased premises as more particularly set forth in Article 5 of the Lease; (vi) tenant shall have the right to make the landlord an offer to purchase the leased premises at any time during the Term or any Renewal Term of the Lease, which landlord may or may not accept in its sole and absolute discretion; (vii) until such time as the leased premises becomes its own separate tax parcel after replatting Phase I, all of the real estate taxes and assessments and Master Declaration assessments for Phase I shall be paid by Tenant, and after the replatting of Phase I, Tenant shall be responsible only for the real estate taxes and assessments and Master Declaration assessments assessed against the lot(s) on which the leased premises is then located; (vii) the tenant shall be required to perform within 2 years after the date of the Lease those repairs identified as “Immediate Repairs” in the property condition report obtained by Purchaser, and a copy of which has been delivered to tenant (the “PCR”); (viii) the tenant shall be required to perform within 4 years after the date of the Lease those repairs identified as “Short Term” repairs in the PCR; (ix) the tenant shall be required to perform those repairs and replacements identified as “Over Term Years 1-12” in the PCR during the term of the Lease as and when such items need to be repaired or replaced but, in any event, during the first eight (8) years of the Term of the Lease, and such work will be completed in accordance with industry standards; (x) tenant’s property insurance deductible shall be $250,000.00 or less for the leased premises; (xi) the leased premises will not be deemed abandoned by the tenant unless no employees are working on the leased premises due to a shutdown by any national, state, county or municipal government or agency thereof or if physical occupancy of the buildings on the leased premises would be reasonably foreseeable to be detrimental to the health and safety of occupants, due to an ongoing outbreak of COVID-19 or another pandemic or epidemic of similar nature and scope; and (xii) the lease will include a liquidated damages provision such that in the event of a rent payment default for 3 consecutive months or a rent payment default that goes uncured for 3 months, Landlord may terminate the lease and receive liquidated damages of $10,000,000.00, but Tenant will have 30 days after any written notice of such default to vacate the leased premises. The provisions of this Section 11 shall survive the Phase I and Phase II Closing and shall not merge with the Deed. In the event of any conflict between the provisions of the Agreement (as amended hereby) and the provisions of the Lease, the provisions of the Lease shall control.

12.Phase III Inspection Period. If Purchaser does not deliver the Second Additional Deposit to Escrow Agent by the date required under the Agreement (as amended hereby), then such failure shall not constitute a default by Purchaser under the Agreement (as amended hereby) and the Agreement (as amended hereby) shall then terminate and be of no force or effect except for those rights and obligations that survive the Phase I Closing and the Phase II Closing and any other rights and obligations that survive the termination of the Agreement (as amended hereby).

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13.Phase I Replat

The purchaser of Phase I shall use diligent and commercially reasonable efforts to complete within one (1) year after the Phase I Closing the replat of Phase I to, at a minimum, separate the premises leased under the Lease from the remainder of Phase I.

14.Second Additional Deposit Refundability. Section 17 of the Third Amendment is deleted and replaced with the following: “Seller and Purchaser hereby agree that upon payment by Purchaser of the Second Additional Deposit to Escrow Agent by the date required under this Fourth Amendment, the Second Additional Deposit shall be nonrefundable except upon any event or circumstance in the Agreement (as amended hereby) that requires the payment of the Deposit to Purchaser (for example, without limitation, if Seller defaults under the Agreement). Seller and Purchaser shall use good faith efforts to agree on the forms of the License and the Assignment of Healthy Way Documents (as defined below) on or before the expiration of the Phase III Inspection Period.

15.Development Pipeline Agreement. The parties agree as follows with respect to the portion of Phase II subject to the Development Pipeline Agreement, which portion is described as (a) the entirety of Osceola Corporate Center-Replat Thirty-One, according to the plat thereof, recorded in Plat Book 27, Page 24, of the public records of Osceola County, Florida, less and except Lot 6 thereof, and (b) the entirety of Osceola Corporate Center-Replat Thirty-Two, according to the plat thereof recorded in Plat Book 28, Page 75, of the aforesaid records (collectively, the “TOD Parcels”): (i) Seller hereby consents to the assignment of Purchaser’s rights to purchase the TOD Parcels under the Agreement to its Affiliate, OC-IB TOD Property Owner, LLC, a Delaware limited liability company (the “TOD Purchaser”); (ii) the portion of the Phase II Purchase Price allocated to the TOD Parcels shall be $11,484,151.00; (iii) it is the intent of the parties that the purchase of the TOD Parcels by the TOD Purchaser constitutes a joint venture of O’Connor Capital Partners pursuant to the LOI and DPA and constitutes a “pending” project for purposes of qualifying for an exemption from the minimum density requirements described in Section I.F. of that certain Osceola Corporate Center PD Amendment and Agreement bearing PD Application Number PD19-00011 approved by Osceola County, Florida on August 30, 2019 (the “PD Amendment Exemption”); (iv) in furtherance of the same, Deerfield agrees to assist the TOD Purchaser in obtaining approvals and permits with respect to the development of and construction of improvements on the TOD Parcels and ensuring that the PD Amendment Exemption applies to the development of the TOD Parcels by the TOD Purchaser, which efforts shall include executing applications, agent authorizations, or providing supporting documentation to the TOD Purchaser (in the form of a resolution or document titled “Joint Venture”), all as reasonably requested by the TOD Purchaser, provided, however, that such assistance will be at no cost to Deerfield and that Deerfield shall not be held liable for any outcome, decisions, conditions or requirements imposed or rendered by Osceola County, Florida; (v) in the event that Osceola County, Florida fails to approve the approvals and permits sought for the TOD Parcels by the TOD Purchaser on the basis that the PD Amendment Exemption does not apply to the development of the TOD Parcels by the TOD Purchaser without Deerfield being a member of the TOD Purchaser, then Deerfield agrees to become a non-economic member of the TOD Purchaser and execute the limited liability company agreement (or an amendment

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thereof) in form reasonably acceptable to Deerfield and the member(s) of TOD Purchaser so that TOD Purchaser constitutes a joint venture between Deerfield and O’Connor Capital Partners; (vi) in the performance of its duties set forth in the foregoing subsections (iv) and (v), Deerfield will not be subject to liability (except for intentional misconduct) or to any indebtedness of TOD Purchaser or provide any guaranties or indemnities to the TOD Purchaser or its other members or lenders; (vii) upon request of the TOD Purchaser, Deerfield will execute a resolution to be delivered to governmental authorities identifying that the TOD Purchaser is the joint venture contemplated in the PD Amendment Exemption, in form reasonably acceptable to Deerfield and TOD Purchaser, and such obligation shall survive the Phase II Closing; and (viii) the DPA and the memorandum thereof shall be terminated (and the termination of the memorandum shall be recorded in the Public Records of Osceola County, Florida) at the Phase II Closing, but the parties continue to agree that Section 11 of the Third Amendment shall remain in effect despite such termination and the parties agree that the provisions of this paragraph shall survive the Phase II Closing.

16.Trailside South Contract. With respect to the Trailside South Contract and the Property that is the subject of the Trailside South Contract, notwithstanding anything to the contrary set forth in the Agreement: (i) the Trailside South Contract shall not terminate for failure to close prior to the Phase II Closing Date; (ii) the escrow deposits paid by the purchaser under the Trailside South Contract shall not be credited to Purchaser at the Phase II Closing Date, but instead shall be applied as set forth in the Trailside South Contract; (iii) the Property that is the subject of the Trailside South Contract is hereby removed from Phase II and the Property (except as otherwise indicated in this Fourth Amendment); (iv) the Phase II Purchase Price shall be reduced by $1,000,036.00, which is the purchase price to be paid at the closing of the Trailside South Contract (the “Trailside Closing”) if the Trailside Closing occurs on the Phase II Closing Date; (v) the $52,146.50 to be paid to Deerfield under the Reimbursement Agreement set forth in the Trailside South Contract shall be paid to Deerfield at the Trailside Closing rather than paid to Seller at the Phase II Closing; (vi) the Trailside Closing shall for all purposes be deemed to have occurred pursuant to the Trailside South Contract and not the Agreement; and (vii) in the event that the Trailside Closing occurs prior to the Phase II Closing Date, then at the Phase II Closing, Purchaser shall receive a credit against the Phase II Purchase Price in the amount of $999,964.00 (which credit shall be applied to the amounts due for the Property in Phase II other than the TOD Parcels). Deerfield hereby consents to the assignment of the purchaser’s rights in and to the Trailside South Contract, and the deposits paid thereunder, to OC-IB Development Property Owner, LLC, a Delaware limited liability company and an Affiliate of Purchaser, and will provide separate written evidence of such consent if requested by Purchaser.

17.Master Permits. Seller shall take all actions necessary to keep those Osceola Corporate Center-related permits identified on Exhibit “A” attached hereto and hereby made a part hereof (which are also identified as Sections VI and VII on the Property Information set forth on Seller’s datasite at occ.tupperware.com (collectively, the “Necessary Permits”) active until the same are assigned to the Association as provided herein, and such obligation shall survive the Phase I Closing and the Phase II Closing. Prior to the Phase III Closing, Seller shall (i) cause the Necessary Permits to be assigned to the Association, and (ii) amend the Master Declaration of record to require the Association to keep the Necessary Permits active until all of Osceola

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Corporate Center has been developed. The foregoing shall not apply to any permits that are unique to any parcels already sold by Seller.

18.Separate Tax Parcel Phase I. If requested by Purchaser, Seller will cooperate with Purchaser in its efforts to obtain a separate tax parcel for Phase I (i.e., separate from the current tax parcels, which include both Phase I and other lands). In the event that the same has not been accomplished by the Phase III Closing Date, then such obligation shall survive the Phase III Closing.

19.Healthy Way Documents. Purchaser is aware that Deerfield is currently negotiating (i) that certain Tri-Party Development Agreement and Temporary Construction Easement for Construction of Healthy Way and OCSA School Road to be executed by Deerfield, the School Board of Osceola County, Florida and Osceola County, Florida (the “Healthy Way Development Agreement”), and (ii) that certain the Access Easement and Joint Use and Maintenance and Cost Sharing Agreement to be executed by Deerfield and the School Board of Osceola County, Florida (the “Healthy Way Access Easement”; the Healthy Way Development Agreement and the Healthy Way Access Easement shall be hereinafter referred to collectively as the “Healthy Way Documents”). Seller agrees not to amend the Healthy Way Documents prior to the execution thereof without the prior written approval of the Purchaser, which approval will not be unreasonably withheld, and upon the request of Purchaser, Seller shall use commercially reasonable efforts to cause the TOD Purchaser (or some other Affiliate of Purchaser as identified by Purchaser) to be added as a party to the Healthy Way Development Agreement. The foregoing obligations shall survive the Phase I Closing and the Phase II Closing. In the event the Healthy Way Documents have been executed prior to the Phase III Closing (but not the Interim Closing, if any), then at the Phase III Closing, Deerfield shall assign its rights in and to the Healthy Way Documents to the Purchaser of Phase III (or applicable portion(s) thereof, or remaining portion(s) thereof if there has been an Interim Closing, as designated by Purchaser) (the “Assignment of Healthy Way Documents”).

20.New Easements. Prior to the Phase II Closing, Seller will grant an easement across the Trailside Parcel from Seller to Addition Financial for access, and for the temporary construction of a roadway along the western boundary of the Trailside Parcel to connect Addition Financial and the Trailside Parcel to the Culver’s parcel (which will be defined in such easement) (the “Trailside Easement”). The Trailside Easement will also include a utility easement for the construction, installation, use, repair and maintenance of utilities located both within the Trailside Parcel along the western boundary of the Trailside Parcel and within the Trailside parcel along the eastern boundary. Prior to the Phase I Closing, Seller shall cause Mary Louis Lane (which is partially located on Replat 19 and the Tupperware Heights plat) and Tract D of Replat 19 and Tract D of Tupperware Heights to be conveyed to the Association (the “Mary Louis Lane Deed”), and the Mary Louis Lane Deed shall be recorded in the Public Records of Osceola and Orange Counties prior to the Phase I Closing. At the Phase I Closing, Seller will cause the Association to grant and record in the Public Records of Osceola and Orange Counties an access easement over the properties conveyed to the Association in the Mary Louis Lane Deed in favor of Phase I and Phase II (including the Property that is subject to the Trailside South Contract) and a drainage, utility and landscape easement over Tract D of Replat 19 in

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favor of Phase I (such easement agreement being referred to as the “Association Easement”). At the Phase I Closing, the purchaser of Phase I will grant and record in the Public Records of Osceola County, Florida an access, parking, utilities and drainage easement agreement in favor of the tenant under the Lease providing for a temporary parking and access easement over Lot 4 and for drainage, access and utility easements over Lot 3 and Lot 4 for the benefit of the leased premises under the Lease (the “HQ Easement”).

21.Letter of Credit

In preparation for Closing on the original Phase I Closing Date, Tupperware Brands Corporation caused the letter of credit required by the Lease (the “Letter of Credit”) to be issued. In the event Closing does not occur under the Agreement, as modified by this Fourth Amendment, then Purchaser shall cause its affiliate that is the beneficiary under the Letter of Credit to cooperate with Tupperware Brands Corporation to cause the issuing bank to terminate the Letter of Credit, which cooperation may include, without limitation, notifying the issuing bank in writing to terminate the Letter of Credit. The foregoing obligation shall survive the termination of the Agreement, as modified by this Fourth Amendment.

22.Phase I Trips. In the event Purchaser does not close on the purchase of Phase III, then within ten (10) days after Purchaser’s written request, Seller shall allocate and assign to the owner of Phase I those trips needed for the development of Phase I pursuant to a site development plan(s) created for Phase I by Harris Civil Engineers, but in any event Seller shall allocate and assign to the owner of Phase I not less than the number of trips necessary for applicable governmental authorities to permit the construction of at least 400 multi-family units on Phase I (the “Minimum Trips”). Seller agrees to reserve (i.e. not allocate to other portions of real property) and cause there to be available to the owner of Phase I at least the number of Minimum Trips for the foregoing purpose. The instrument evidencing the assignment of such trips shall be in form reasonably acceptable to the parties, and such obligation shall survive the Phase I Closing and any subsequent termination of the Agreement, as modified by this Fourth Amendment.

23.Payment of 2020 Taxes for Phase I. As of the date hereof, the real property comprising Phase I is included in three (3) separate tax parcels, to wit: (i) Phase I includes a portion of the tax parcel bearing Osceola County Tax Collector Parcel ID Number R032529-457500010010; (ii) Phase I includes a portion of the tax parcel bearing Osceola County Tax Collector Parcel ID Number R032529-457500100B0; and (ii) Phase I includes all of the tax parcel bearing Osceola County Tax Collector Parcel ID Number R032529-4568TRAC00A0 (collectively, the “Phase I Tax Parcels”). At the Phase I Closing: (i) as between themselves, the parties shall prorate the 2020 real estate taxes and assessments due for the Phase I Tax Parcels (collectively, the “2020 Phase I Taxes”), with Purchaser being responsible only for its share of the 2020 Phase I Taxes due for Phase I from the Phase I Closing Date through the end of 2020 (based on a pro-rata allocation of the respective acreages of the properties described in the Phase I Tax Parcels using the highest amount of the 2020 Phase I Taxes described on the 2020 trim notice for the Phase I Tax Parcels with a maximum discount for early payment) (such share being referred to as the “Purchaser 2020 Tax Contribution”) and with Seller being responsible for the remainder of the

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2020 Phase I Taxes; (ii) the closing statement for Phase I shall give Seller a credit in the amount of the Purchaser 2020 Tax Contribution based on such estimated prorations; (iii) Escrow Agent (in its capacity as Closing Agent) shall collect from Seller 125% of the highest amount of the 2020 Phase I Taxes described on the 2020 trim notice for the Phase I Tax Parcels and remit the 2020 Phase I Taxes to the Osceola County Tax Collector on or before November 30, 2020 and cause the “taxes” exception in the title policy to be delivered to the purchaser of Phase I to only except for the payment of 2021 real estate taxes and assessments for Phase I to the extent not yet due and payable; (iv) in the event that the actual tax bills paid by Escrow Agent for the 2020 Phase I Taxes are less than the amounts collected from Seller at Closing for the same pursuant to the foregoing clause (iii), then Escrow Agent shall return such excess to Seller; and (v) in the event the Purchaser 2020 Tax Contribution based on the actual amount of the 2020 Phase I Taxes exceeds or is lower than the amount of the Purchaser 2020 Tax Contribution credited to Seller on the Phase I closing statement, then Seller and Purchaser, upon notice and demand by either party, agree to re-prorate the Purchaser 2020 Tax Contribution based on the actual amount of the 2020 Phase I Taxes and make any payments to each other necessary to correct such overpayment or underpayment by Purchaser, as applicable. Escrow Agent has joined in the execution of this Fourth Amendment to agree to the foregoing, and the obligations in this paragraph shall survive the Phase I Closing.

24.Proration of Real Estate Taxes. Section 9(b) of the Agreement is amended to provide that real estate taxes and assessments will be prorated based on the maximum discount available for early payment.

25.Modification

Except as modified by this Fourth Amendment, the terms and conditions of the Agreement shall remain unchanged and in full force and effect. In the event of a conflict between the terms of this Fourth Amendment and the terms of the Agreement, the terms of this Fourth Amendment shall govern. Seller and Purchaser hereby agree that the Agreement, as amended by this Fourth Amendment, shall constitute a valid and binding contract between Seller and Purchaser.

26.Counterparts; Facsimile.

This Fourth Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document. A facsimile copy of this Fourth Amendment and any signatures hereon shall be considered for all purposes as originals.

[SIGNATURES APPEAR ON NEXT PAGE]

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IN WITNESS WHEREOF, the parties have executed this Fourth Amendment as of the date and year first set forth above.

SELLER:

DART INDUSTRIES, INC., a Delaware

corporation

By: /s/Karen M. Sheehan

Print Name: Karen M. Sheehan

Title: Vice President & Secretary

TUPPERWARE U.S., INC., a Delaware

corporation

By: /s/Karen M. Sheehan

Print Name: Karen M. Sheehan

Title: Vice President & Secretary

DEERFIELD LAND CORPORATION, a

Delaware corporation

By: /s/Thomas M. Roehlk

Print Name: Thomas M. Roehlk

Title: Vice President & Secretary

PURCHASER:

O’CONNOR MANAGEMENT LLC, a Delaware limited liability company

By: /s/William O’Connor

Print Name: William O’Connor

Title: Chief Executive Officer

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JOINDER OF GUARANTOR

The undersigned (the “Guarantor”) executed a Joinder to the Agreement (the “Agreement Joinder”) for the purpose of guaranteeing Seller’s indemnification obligations pursuant to the provisions of Section 28(c) of the Original Agreement, as such obligations were subsequently amended pursuant to the Third Amendment (collectively, the “Indemnity Obligations”). All initially capitalized terms not otherwise defined in this Joinder shall have the meanings ascribed to them in the Fourth Amendment to Contract for Sale and Purchase of Real Property to which this Joinder is attached (the “Fourth Amendment”).

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantor hereby: (i) agrees and consents to the execution of the Fourth Amendment by Seller and the modification to Section 28(a) of the Original Agreement set forth in the Fourth Amendment; and (ii) agrees that its Indemnity Obligations (as modified by the Fourth Amendment) are ratified and remain in full force and effect subject to the terms and provisions of the Agreement (as modified by the Fourth Amendment).

GUARANTOR:

TUPPERWARE BRANDS CORPORATION, a

Delaware corporation

By: /s/Karen M. Sheehan

Printed Name: Karen M. Sheehan

Title: Executive Vice President, Chief Legal Officer & Secretary

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JOINDER OF ESCROW AGENT

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Escrow Agent hereby agrees to perform the duties required of it described in Section 23 of the Fourth Amendment to Contract for Sale and Purchase of Real Property to which this Joinder is attached

ESCROW AGENT:

GREENBERG TRAURIG, P.A., a Florida

corporation

By: /s/Alan C. Sheppard, Jr.

Print Name: Alan C. Sheppard, Jr.

Title: Shareholder

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EXHIBIT “A”

SCHEDULE OF NECESSARY PERMITS

Items in Section VI and VII on the Property Information website occ.tupperware.com

13

EX-99.1

News Release

Tupperware Brands Corp.

14901 S. Orange Blossom Trail

Orlando, FL 32837

Tupperware Brands Announces Long-Term Commitment to Remain Headquartered in Central Florida

Company enters into an 11-year sale-leaseback agreement for headquarters land in Kissimmee with O’Connor Capital Partners

ORLANDO, Fla., November 2, 2020 ― Today, Tupperware Brands (NYSE: TUP) announces its commitment to remain in the Orlando area by closing on a long-term sale-leaseback agreement with O’Connor Capital Partners for approximately 41-acres of land on which Tupperware Brands’ headquarters is located.

The transaction transferred approximately 108 acres and is the first of two transactions to finalize Tupperware’s sale of the company’s remaining land in Central Florida to O’Connor Capital Partners. The decision to sell the land supports the Company’s renewed turnaround strategy, which focuses on prioritizing capital for the stabilization of the core business and improving the efficiency of all operations. The final transaction, a sale of undeveloped land surrounding the headquarters property, is planned to take place before the end of the year.

“The decision to enter into a long-term leaseback agreement with the O’Connor Group demonstrates our continued commitment to the Central Florida area,” said Miguel Fernandez, CEO of Tupperware Brands. “Tupperware has always had a place and a voice in building the community in and around its headquarters and as we move forward in our turnaround, supporting the area that we call home will continue to remain a priority for us.”

Tupperware Brands has been headquartered in the Orlando-area since 1953 when inventor and founder Earl Tupper purchased over 1,300 acres of undeveloped land in what was at the time, a small farm community. Tupperware Brands, then known as Tupperware Home Parties, was the largest corporation in the area and played a foundational role in the development of surrounding land. Today, Tupperware remains the 8th largest publicly traded company in the Orlando area.

“We have been partners with Tupperware Brands in the development of many properties in the Kissimmee area since 2003. We are thrilled to continue our partnership and look forward to helping further develop this dynamic sub market” said Peter Bergner of O’Connor Capital Partners.

“We know the sale of this scale of land is monumental for the continued growth and development of Orange and Osceola counties and with our previous growth success in the area, we are excited to see what O’Connor Capital Partners has in store,” said Tom Roehlk, Vice President of Real Estate Development at Tupperware Brands.

Tupperware and O’Connor Capital Partners have previously developed land near Kissimmee, building out The Loop and The Crosslands, two successful premier retail shopping, dining and entertainment complexes covering more than 130-acres of land in northern Osceola County, as well as starting the process to build out the 37-acre transit-oriented development adjacent to the Tupperware SunRail station.

The development of Tupperware’s remaining acreage is expected to create a significant number of construction and job opportunities in the area south of downtown Orlando, and the land sale is also anticipated to lead to the completion of the SunRail station developments in Kissimmee.

About Tupperware Brands Corporation

Tupperware Brands Corporation (NYSE: TUP) is a leading global consumer products company that designs innovative, functional and environmentally responsible products that people love and trust. Founded in 1946, Tupperware’s signature container created the modern food storage category that revolutionized the way the world stores, serves and prepares food. Today, this iconic brand has more than 8,500 functional design and utility patents for solution-oriented kitchen and home products. With a purpose to nurture a better future, Tupperware products are an alternative to single-use items. The Company distributes its products into nearly 80 countries primarily through independent representatives around the world. For more information, visit Tupperwarebrands.com or follow Tupperware on Facebook, Instagram, LinkedIn and Twitter.

Media: Cameron Klaus, cameronklaus@tupperware.com, 407.371.9784

Investors: Jane Garrard, janegarrard@tupperware.com, 407.826.4475

###

02012.07700

XML

Document and Entity Information	Oct. 29, 2020
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Oct. 29, 2020
Entity Registrant Name	TUPPERWARE BRANDS CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	1-11657
Entity Tax Identification Number	36-4062333
Entity Address, Address Line One	14901 South Orange Blossom Trail
Entity Address, City or Town	Orlando
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32837
City Area Code	407
Local Phone Number	826-5050
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	TUP
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001008654
Amendment Flag	false