Debt

The following is a summary of outstanding debt as of December 31, (in millions):



	2016			2015
2.05% senior notes due 2017	$	349.4		$	348.7
6.25% senior notes due 2018	249.8			249.7
2.15% senior notes due 2018	298.9			298.3
2.60% senior notes due 2019	995.0			—
2.875% senior notes due 2019	347.9			347.2
4.70% senior notes due 2020	380.0			379.7
3.15% senior notes due 2021	991.7			—
3.75% senior notes due 2021	326.9			—
4.00% senior notes due 2022	248.5			248.2
3.85% senior notes due 2023	1,737.0			—
5.00% senior notes due 2023	314.1			—
4.00% senior notes due 2024	495.2			494.6
3.90% senior notes due 2025	296.8			296.4
4.20% senior notes due 2026	1,981.0			—
6.11% senior notes due 2028	1.5			1.5
5.375% senior notes due 2036	494.7			—
5.50% senior notes due 2046	1,725.7			—
Hedge accounting impact of interest rate swaps	(5.9		)	(3.1		)
Gain on settled interest rate swap	7.2			12.9
Term loan	399.5			—
Commercial paper	—			—
Receivables facilities	187.4			350.0
Other debt	70.5			33.8
Total debt	11,892.8			3,057.9
Short-term debt and current portion of long-term debt	(601.9		)	(388.8		)
Long-term debt	$	11,290.9		$	2,669.1

In March 2016, the Company completed the offering and sale of $8.0 billion principal amount of unsecured senior notes, consisting of $1.0 billion of aggregate principal amount of 2.60% notes due March 2019 (the “2019 Notes”), $1.0 billion of aggregate principal amount of 3.15% notes due April 2021 (the “2021 Notes”), $1.75 billion of aggregate principal amount of 3.85% notes due April 2023 (the “2023 Notes”), $2.0 billion of aggregate principal amount of 4.20% notes due April 2026 (the “2026 Notes”), $500.0 million of aggregate principal amount of 5.375% notes due April 2036 (the “2036 Notes”) and $1.75 billion of aggregate principal amount of 5.50% notes due April 2046 (the “2046 Notes” and, together with the 2019 Notes, the 2021 Notes, the 2023 Notes, the 2026 Notes and the 2036 Notes, the “Notes”). The aggregate net proceeds from the issuance of the Notes were $7.9 billion, which were used to pay the cash portion of the merger consideration in the Jarden Acquisition and to repay a significant portion of Jarden’s outstanding debt at closing. The Notes are senior obligations of the Company and rank equally with all of its other unsecured and unsubordinated indebtedness from time to time outstanding. At the Company’s option, all or any portion of the 2019 Notes may be redeemed at any time, all or any portion of the 2021 Notes may be redeemed at any time prior to March 1, 2021 (the date that is one month prior to the maturity date), all or any portion of the 2023 Notes may be redeemed at any time prior to February 1, 2023 (the date that is two months prior to the maturity date), all or any portion of the 2026 Notes may be redeemed at any time prior to January 1, 2026 (the date that is three months prior to the maturity date), all or any portion of the 2036 Notes may be redeemed at any time prior to October 1, 2035 (the date that is six months prior to the maturity date), and all or any portion of the 2046 Notes may be redeemed at any time prior to October 1, 2045 (the date that is six months prior to the maturity date) (each such date the applicable “par call date”). The redemption price for the Notes is equal to the greater of (1) 100% of the principal amount of the Notes being redeemed on the redemption date or (2) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes being redeemed (in the case of the 2026 Notes, assuming that the 2026 Notes matured on the par call date) (not including any portion of any payments of interest accrued to the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate, plus an applicable premium; plus in each case, accrued and unpaid interest on the Notes being redeemed to the redemption date. If the 2021 Notes are redeemed on or after a date that is one month prior to the maturity date of the 2021 Notes, the 2023 Notes are redeemed on or after a date that is two months prior to the maturity date of the 2023 Notes, the 2026 Notes are redeemed on or after a date that is three months prior to the maturity date of the 2026 Notes, or the 2036 Notes or the 2046 Notes are redeemed on or after a date that is six months prior to the maturity date of such notes, then the redemption price of such notes will be equal to 100% of the principal amount of the notes so redeemed plus accrued interest to such redemption date. The interest rate payable on each series of Notes will be subject to adjustment if either of two credit rating agencies downgrade (or subsequently upgrade) its rating assigned to the Notes, but in no event shall the interest rate payable on each series of Notes be less than the stated interest rate or more than 200 basis points greater than the stated interest rate on each series of Notes as a result of such credit rating agencies downgrades or upgrades.

In October 2015, the Company completed the offering and sale of $600.0 million of unsecured senior notes, consisting of $300.0 million aggregate principal amount of 2.15% notes due 2018 (the “2018 Notes”) and $300.0 million aggregate principal amount of 3.90% notes due 2025 (the “2025 Notes” and, together with the 2018 Notes, the “Senior Notes”). The aggregate net proceeds from the issuance of the Senior Notes were $594.6 million, which were used for the acquisition of Elmer’s and for general corporate purposes. The Senior Notes are senior obligations of the Company and rank equally with all of its other unsecured and unsubordinated indebtedness from time to time outstanding. The 2018 Notes and 2025 are redeemable at a price equal to the greater of (i) 100% of the aggregate principal amount redeemed or (ii) the sum of the present values of the remaining scheduled payments, plus in each case, accrued and unpaid interest. If the 2024 Notes are redeemed within three months of the scheduled maturity date, they may be redeemed at a price equal to 100% of the aggregate principal amount being redeemed, plus accrued and unpaid interest.

In November 2014, the Company completed the offering and sale of $850.0 million of unsecured senior notes, consisting of $350.0 million aggregate principal amount of 2.875% notes due 2019 (the “2.875% 2019 Notes”) and $500.0 million aggregate principal amount of 4.00% notes due 2024 (the “2024 Notes”). The aggregate net proceeds from the issuance of the 2019 Notes and 2024 Notes were $841.8 million, which were used, in part, to redeem an aggregate principal amount of $439.4 million of then existing long-term debt, reduce borrowings under the Company’s commercial paper program and receivables facility and finance acquisitions. The purchase of the long-term debt resulted in an aggregate loss on extinguishment of debt of $33.2 million. The 2019 Notes and 2024 are redeemable at a price equal to the greater of (i) 100% of the aggregate principal amount redeemed or (ii) the sum of the present values of the remaining scheduled payments, plus in each case, accrued and unpaid interest. If the 2019 Notes and 2024 Notes are redeemed within one month and three months, respectively, of their scheduled maturity date, they may be redeemed at a price equal to 100% of the aggregate principal amount being redeemed, plus accrued and unpaid interest.

In December 2014, the Company exercised the early redemption provisions of the $250.0 million of outstanding 2.00% notes due 2015 (“2015 Notes”) and repaid and retired the $250.0 million outstanding principal amount of the 2015 Notes. At settlement, the Company paid $251.9 million, which included a $1.9 million premium payable pursuant to the terms of the 2015 Notes. The Company recognized a loss of $2.3 million on extinguishment of the 2015 Notes, which included the premium paid and the write-off of unamortized debt issuance costs.

In December 2014, the Company also exercised the early redemption provisions of the 10.60% 2019 Notes and repaid and retired the remaining $20.7 million outstanding principal amount of the 10.60% 2019 Notes. At settlement, the Company made a cash payment of $28.1 million, which included a $7.4 million premium payable pursuant to the terms of the 10.60% 2019 Notes. The Company recognized a loss of $7.7 million on extinguishment of the 10.60% 2019 Notes, which included the premium paid and the write-off of unamortized debt issuance costs.

In December 2014, the Company completed a tender offer for the $550.0 million principal amount outstanding 4.70% notes due 2020 (“2020 Notes”) and purchased $168.7 million principal amount of the $550.0 million outstanding 2020 Notes. Pursuant to the terms of the tender offer, the Company made a cash payment of $184.7 million, which included a $16.0 million premium payable pursuant to the terms of the tender offer. The Company recognized a loss on extinguishment of debt of $23.2 million in connection with the tender offer for the 2020 Notes, which included the premium paid, the write-off of unamortized debt issuance costs, transaction expenses and the settlement of interest rate swaps designated as fair value hedges of $154.0 million of the $168.7 million 2020 Notes tendered and repaid.

Receivables-Related Borrowings

In October 2016, the Company entered into a new $950.0 million receivables purchase agreement (the “Securitization Facility”) that matures in October 2019 and bears interest at a margin over a variable interest rate. The Securitization facility replaced the Company’s existing Receivable Facility and Jarden Securitization Facility. Under the Securitization Facility, on an ongoing basis certain operating subsidiaries will sell their receivables to a special purpose entity Jarden Receivables, LLC (“Jarden Receivables”), which is a wholly-owned consolidated indirect subsidiary of the Company. Jarden Receivables funds these purchases with borrowings under a loan agreement, which are secured by the accounts receivable. There is no recourse to the Company for the unpaid portion of any loans under this loan agreement. At December 31, 2016, the borrowing rate margin and the unused line fee on the securitization were 0.80% and 0.40% per annum, respectively.

Revolving Credit Facility and Commercial Paper

The Company maintain a $1.25 billion revolving credit facility that matures in January 2022 (the “Facility”). Under the Facility, the Company may borrow funds on a variety of interest rate terms. The Facility also provides for the issuance of up to $100.0 million of letters of credit, so long as there is a sufficient amount available for borrowing under the Facility. There was no commercial paper outstanding at the end of 2016.

Jarden Bridge Credit Facility

On December 13, 2015, the Company entered into a commitment letter with Goldman Sachs & Co. to provide financing for the Jarden transaction, consisting of a $10.5 billion senior unsecured bridge facility (the “Jarden Bridge Facility”). The availability under the Jarden Bridge Facility was subject to reduction in equivalent amounts upon the completion of any issuance of debt securities by the Company and upon other specified events. Due to the Company entering into the Term Loan Credit Agreement described below, completing the issuance of the Notes in March 2016 and other considerations, the Jarden Bridge Facility was terminated.

Term Loan Credit Agreement

On January 26, 2016, the Company entered into a credit agreement (the “Term Loan Credit Agreement”) for a $1.5 billion senior unsecured term loan facility with a syndicate of banks. In April 2016, the Company borrowed $1.5 billion pursuant to the Term Loan Credit Agreement, and the borrowings were used to pay a portion of the cash portion of the merger consideration in connection with the Jarden Acquisition. The Term Loan Credit Agreement provides for a maturity date of three years from the closing date of the Jarden Acquisition and requires the Company to repay 5% of the initial borrowings by each of April 2017 and April 2018, 45% of the borrowings by October 2018 and the remaining 45% of the borrowings by April 2019. At the Company’s election, borrowings under the Term Loan Credit Agreement bear interest either at (i) the eurodollar rate plus an applicable margin, or (ii) the base rate plus an applicable margin. During the year ended December 31, 2016, the Company repaid $1.1 billion of the borrowings outstanding under the Term Loan Credit Agreement. The interest rate on the Term Loan Credit Agreement was approximately at 2.31% at December 31, 2016.

For the year ended December 31, 2016, the Company recorded $47.6 million of charges associated with the loss on extinguishment of debt terminating its Jarden Bridge Facility and the repayment of Term Loans.

Notes Exchange

In March 2016, the Company commenced exchange offers (the “Exchange Offers”) pursuant to which the Company offered to issue new senior notes (the “Newell Notes”) in exchange for €300.0 million aggregate principal amount of the outstanding 3.75% senior notes due October 2021 issued by Jarden and of the $300.0 million aggregate principal amount of the outstanding 5.00% senior notes due November 2023 issued by Jarden (collectively, the “Existing Jarden Notes”) and concurrently solicited consents (the “Consent Solicitations”) from the eligible holders of the Existing Jarden Notes to amend the related indentures. The Exchange Offers and Consent Solicitations expired and were settled in April 2016. The aggregate principal amount of each series of Newell Notes issued in the Exchange Offers totaled €271.9 million of 3.75% senior notes due October 2021 (the “Euro Notes”) and $295.1 million 5.00% senior notes due November 2023 (“the “USD Notes”). The Newell Notes are senior unsecured obligations of the Company and rank equally in right of payment with all of its other existing or future senior unsecured debt, and are structurally subordinated to the secured and unsecured debt of the Company’s subsidiaries, including any debt of Jarden that remains outstanding.

The Exchange Offers were not registered under the Securities Act of 1933, as amended (the “Securities Act”), and as a result, the Newell Notes may not be offered or sold in the U.S. absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws. In connection with the completion of the Exchange Offers, the Company entered into a registration rights agreement pursuant to which the Company agreed to use its commercially reasonable efforts to file a registration statement before January 2017 relating to an offer to exchange the Newell Notes for registered notes of the Company having substantially the same terms as the Newell Notes. The Company completed the required registered exchange offer on October 26, 2016 and exchanged 95.61% of the Euro Notes and 100% of the USD Notes for registered notes, in each case, having substantially identical terms.

Following the consummation of the Exchange Offers, Jarden had outstanding approximately (i) €28.1 million in aggregate principal amount of its 3.75% senior notes due October 2021 (the “Jarden Euro Notes”) and (ii) $4.9 million in aggregate principal amount of its 5.00% senior notes due November 2023 (the “Jarden USD Notes” and, together with the Jarden Euro Notes, the “Remaining Existing Jarden Notes”). In April 2016, Jarden entered into supplemental indentures related to the Remaining Existing Jarden Notes that eliminated substantially all of the restrictive covenants, eliminated the cross-default under Jarden’s indebtedness as an event of default, released the guarantees of any guarantors on the Remaining Existing Jarden Notes and evidenced the assumption of the obligations of the Remaining Existing Jarden Notes by a wholly-owned subsidiary of the Company. The Remaining Existing Jarden Notes are the senior unsecured obligations of a wholly-owned subsidiary of the Company.

Net Investment Hedge

The Company has designated approximately €300.0 million principal balance of the 3.75% senior notes due October 2021 as a net investment hedge of the foreign currency exposure of its net investment (the “Hedging Instrument”) in certain Euro-functional currency subsidiaries with Euro-denominated net assets. Foreign currency gains and losses on the Hedging Instrument, which was a $28.0 million gain during the year ended December 31, 2016, are recorded as an adjustment to AOCI. See Footnote 11 for disclosures regarding the Company’s derivative financial instruments.

Future Debt Maturities

The Company’s debt maturities for the five years following December 31, 2016 and thereafter are as follows (in millions):



2017	2018	2019	2020	2021	Thereafter	Total
$599.0	$558.8	$1,750.0	$381.3	$1,312.4	$7,353.8	$11,955.3