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 | | News Release |
Although the Waterfall Offer is scheduled to expire at midnight, New York City time, at the end of September 9, 2019, unless extended or terminated (the “Waterfall Expiration Date”), because the Waterfall Offer was fully subscribed as of the Waterfall Early Tender Deadline, the Company does not expect to accept for purchase any Waterfall Notes tendered after the Waterfall Early Tender Deadline. Waterfall Notes not accepted for purchase will be promptly returned or credited to the holder’s account. Holders of Waterfall Notes who validly tender such notes following the Waterfall Early Tender Deadline and at or prior to the Waterfall Expiration Date will only receive the applicable Tender Offer Consideration for such Waterfall Notes accepted for purchase, which is equal to the applicable Total Consideration minus the applicable Early Tender Premium.
The Company does not currently intend to call for redemption the Waterfall Notes not tendered and accepted for purchase in the Waterfall Offer.
Newell Brands’ obligation to accept for payment and to pay for the Waterfall Notes validly tendered in the Waterfall Offer is subject to the satisfaction or waiver of the conditions described in the Offer to Purchase.
Barclays Capital Inc. and RBC Capital Markets, LLC are serving as the Lead Dealer Managers, and HSBC Securities (USA) Inc. is serving asCo-Dealer Manager, in connection with the Waterfall Offer. The information agent and tender agent is Global Bondholder Services Corporation. The full details of the Waterfall Offer, including complete instructions on how to tender Securities, are included in the Offer to Purchase. Holders are strongly encouraged to read carefully the Offer to Purchase, including materials incorporated by reference therein, because they contain important information. Copies of the Offer to Purchase are available athttps://www.gbsc-usa.com/newellbrands/ and requests for copies may also be directed to the information agent at (212)430-3774 (banks and brokers) or (866)807-2200 (all others). Questions regarding the Waterfall Offer should be directed to Barclays Capital Inc., Liability Management Group, at (212)528-7581 (collect) or (800)438-3242 (toll free) or RBC Capital Markets, LLC, Liability Management Group, at (212)618-7843 (collect) or (877)381-2099 (toll free).
None of the Company or its affiliates, their respective boards of directors, the dealer managers, the information agent and tender agent or the trustees with respect to the Waterfall Notes is making any recommendation as to whether holders should tender in response to the Waterfall Offer, and neither the Company nor any such other person has authorized any person to make any such recommendation. Holders must make their own decision as to whether to tender any of their Waterfall Notes, and, if so, the principal amount of Waterfall Notes to tender.
This news release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Waterfall Offer is being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.
About Newell Brands
Newell Brands (NASDAQ: NWL) is a leading global consumer goods company with a strong portfolio of well-known brands, including Paper Mate®, Sharpie®, Dymo®, EXPO®, Parker®, Elmer’s®, Coleman®, Marmot®, Oster®, Sunbeam®, FoodSaver®, Mr. Coffee®, Rubbermaid Commercial Products®, Graco®, Baby Jogger®, NUK®, Calphalon®, Rubbermaid®, Contigo®, First Alert® and Yankee Candle®. For hundreds of millions of consumers, Newell Brands makes life better every day, where they live, learn, work and play.
This press release and additional information about Newell Brands are available on the company’s website, www.newellbrands.com.
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221 River Street Hoboken, NJ 07030 +1 (201) 610-6600 | | NASDAQ: NWL www.newellbrands.com | | 2 |