Form 8-K - Current report

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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

July 5, 2024

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. ☐

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 5, 2024, Mariela Matute, Executive Vice President & Chief Financial Officer of Tupperware Brands Corporation (the “Company”), informed the Company of her intention to resign from her position, effective July 31, 2024. Ms. Matute’s decision to resign from the Company was not due to any disagreement with the Company, its management or the Board of Directors on any matter relating to the Company’s operations, policies or practices. The Company thanks Ms. Matute for her service.

Item 8.01 Other Events.

As previously disclosed, on June 28, 2024, Tupperware Brands Corporation (the “Company”), Tupperware Products AG (together with the Company, collectively, the “Borrowers”), certain other subsidiaries of the Company, the Administrative Agent (as defined below), and certain of the Lenders (as defined below), among others, amended (such amendment, the “Forbearance Amendment”) that certain Forbearance Agreement, dated as of February 13, 2024 (as amended by that certain Amendment to Forbearance Agreement, dated as of June 3, 2024, and by the Forbearance Amendment, the “Forbearance Agreement”), by and among, among others, the Borrowers, certain other subsidiaries of the Company, Wells Fargo Bank, National Association, as administrative agent (the “Administrative Agent”), and the Lenders (as defined therein and used herein with the same meaning) party thereto. The Forbearance Agreement provides for, among other things, the Company’s compliance with specified milestones with respect to business planning and repayment transactions (each such milestone, a “Forbearance Agreement Milestone”) until the earlier of (a) July 7, 2024 at 11:59 p.m. Eastern time (the “Forbearance Termination Date”) and (b) the date and time on which the Administrative Agent (at the direction of the majority Lenders) elects to terminate the Forbearance Agreement in accordance with its terms.

On July 7, 2024, the Administrative Agent in its sole discretion pursuant to the terms of the Forbearance Agreement (a) extended the Forbearance Termination Date from July 7, 2024 at 11:59 p.m. Eastern time to July 14, 2024 at 11:59 p.m. Eastern time and (b) extended certain Forbearance Agreement Milestones related to the entry into a definitive agreement with respect to certain repayment transactions from July 7, 2024 to July 14, 2024 at 11:59 p.m. Eastern time.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number			Description
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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
Date:			July 11, 2024			By:			/s/ Karen M. Sheehan
									Karen M. Sheehan
									Executive Vice President, Chief Legal Officer & Secretary

Document and Entity Information	Jul. 05, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Jul. 05, 2024
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

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