Engages Financial Advisors to Support
Financing and Liquidity Initiatives
Announces Substantial
Doubt About Ability to Continue as Going Concern
Receives
Notice of NYSE Non-Compliance; Anticipates Filing Form 10-K Within
30 Days to Regain Compliance
ORLANDO, Fla. , April 7,
2023 /PRNewswire/ -- Tupperware Brands
Corporation (NYSE: TUP) (the "Company"), a leading global consumer
products company, today announced it has engaged financial advisors
to help improve its capital structure and remediate its doubts
regarding its ability to continue as a going concern.
The Company's Board of Directors is actively engaged with
management to improve the Company's capital structure and near-term
liquidity. The Company has engaged financial advisors to assist in
securing supplemental financing, and is engaging in discussions
with potential investors or financing partners. In addition, the
Company is reviewing its real estate portfolio for property
available for potential dispositions or sale-leaseback
transactions, and is exploring right-sizing efforts, monetization
of fixed assets, cash management, and marketing and channel
optimization, to preserve or deliver additional liquidity.
"Tupperware has embarked on a journey to turn around our
operations and today marks a critical step in addressing our
capital and liquidity position," said Miguel Fernandez, President and Chief Executive
Officer of Tupperware Brands. "The Company is doing
everything in its power to mitigate the impacts of recent events,
and we are taking immediate action to seek additional financing and
address our financial position."
The Company has determined that a violation of its Credit
Facility covenants is probable to occur as a result of the
Company's delay in filing its Annual Report on Form 10-K for the
year ended December 31, 2022 (the
"Form 10-K") as well as cash constraints caused by higher interest
costs and timing of re-engineering actions. Further, due to
the challenging internal and external business economics, coupled
with the increased levels and cost of borrowings under its Credit
Facility, the Company currently forecasts that, if it is unable to
obtain adequate capital resources or amendments to its Credit
Agreement, it may not have adequate liquidity in the near
term. As a result, the Company has concluded there is
substantial doubt about its ability to continue as a going concern.
This going concern status requires the Company to write-down
certain non-cash deferred tax assets and goodwill and other
intangible assets. Therefore, the financial results reflected in
its Form 10-K, when filed, will differ significantly in these areas
from the preliminary results it announced on March 1, 2023.
On April 3, 2023, as expected, the
Company received a notice from the New York Stock Exchange (the
"NYSE") indicating the Company is not in compliance with Section
802.01E of the NYSE Listed Company Manual as a result of its
failure to timely file the Form 10-K. The NYSE informed the Company
that, under NYSE rules, the Company has six months from the Form
10-K due date to regain compliance with the NYSE listing standards
by filing the Form 10-K with the Securities and Exchange Commission
(the "SEC"). The NYSE further noted that, if the Company fails to
file the Form 10-K within the six-month period, the NYSE may grant,
at its sole discretion, an extension of up to six additional months
for the Company to regain compliance, depending on the specific
circumstances. The notice from the NYSE also notes that the NYSE
may nevertheless commence delisting proceedings at any time if it
deems that circumstances warrant.
The Company currently expects to file its Form 10-K with the SEC
within the next 30 days; however, there can be no assurance that
the Form 10-K will be filed at such time. As the Company previously
disclosed on March 16, 2023, it filed
a Notification of Late Filing on Form 12b-25 (the "Form 12b-25"),
reporting the Company required additional time to complete the
Form 10-K due to several items related to its accounting for income
taxes and leases. Although the Company has dedicated significant
resources to finalizing its audited consolidated financial
statements and related disclosures for inclusion in the Form 10-K,
the Company was unable to file the Form 10-K by March 31, 2023, the end of the extension period
provided by the Form 12b-25. Further time is needed by the
Company and its auditors to complete the preparation and audit of
the financial statements, including the restatement of certain of
its previously issued financial statements, before the Form 10-K
can be filed.
Forward-Looking Statements
Statements contained in this release that are not historical
fact and use predictive words such as "will", "would", "could",
"should", "may", "believes", "intends", "expects" and similar words
are forward-looking statements. 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. This press
release includes "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995, including
with respect to the timing of the completion of the audit of the
Company's consolidated financial statements and filing of the Form
10-K, the extent to which the Form 10-K when filed will
disclose results that differ materially from preliminary results
previously released, the Company's ability to regain compliance
with the NYSE's listing standards, the Company's ability to remain
in or regain compliance with the covenants under its borrowing
arrangements, and the Company's plans regarding and ability to
execute on any potential future financings or other transactions.
Such forward-looking statements are based on assumptions about many
important factors, including the following, which could cause
actual results to differ materially from those in the
forward-looking statements: whether the Company will identify
additional errors in previously issued financial statements and
other risks identified in the Company's most recent filing on Form
10-K and other SEC filings, all of which are available on the
Company's website.
Other than updating for changes in foreign currency exchange
rates, the Company does not intend to update forward-looking
information unless otherwise required by law.
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 70 countries, primarily through independent
representatives around the world. For more information, visit
Tupperwarebrands.com or follow Tupperware on Facebook, Instagram,
LinkedIn and Twitter.
Investors: Douglas M. Lane, CFA,
douglaslane@tupperware.com (321) 503-9640
Media: media@tupperware.com
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