Newell Brands Announces Takeover Offer for $ 300 Million Outstanding Debt

ATLANTA – (COMMERCIAL THREAD) – Newell Brands Inc. (NASDAQ: NWL) (the “Company” or “Newell Brands”) announced today that it has launched a take-over bid (the “Offer” to buy cash up ” the Maximum Amount of the Offer (as defined below) in the total principal amount of the outstanding securities of the Company listed in Table I below (collectively, the “Notes”), subject to the levels acceptance priority as defined below. The “maximum amount of the offer” is an aggregate principal amount equal to $ 300 million. The Offer is intended to enable the Company to reduce the amount and cost of the outstanding debt of the Company The Company expects to finance the Offer with available cash.

Table I

Notes submitted to the offer

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<sup>(1) Holders whose Notes are accepted will also receive accrued interest (as defined herein) on such Notes.

(2) The aggregate consideration payable for each $ 1,000 principal amount of Notes validly deposited on or before the Early Deposit Deadline and accepted for purchase by us includes the applicable Early Deposit Premium.

(3) Currently subject to a 0.50% Coupon Increase under applicable series of Notes.</sup>

Subject to the Maximum Offer Amount, the amounts of each series of Notes purchased under the Offer will be determined in accordance with the acceptance priority levels specified in Table I above (the “Priority Levels of ‘acceptance’), where 1 is the highest acceptance level. Priority level and 3 being the lowest acceptance priority level.

Offer is made in accordance with, and is subject to, satisfaction or waiver of the terms and conditions set forth in the Offer to Purchase dated November 10, 2020. Offer will expire at midnight New York time at end of December 9, 2020, unless extended or terminated (the “Expiration Period”). Ticket submissions may be duly withdrawn at any time no later than 5:00 p.m. New York time on November 24, 2020. Ticket submissions may not be properly withdrawn after the withdrawal deadline, except where withdrawal rights additional are required. by the law.

Noteholders validly deposited and not properly withdrawn by 5:00 p.m. New York time on November 24, 2020 (unless extended, the “Early Deposit Deadline”) and accepted for purchase will receive the applicable total Consideration, which includes the applicable Early Bidding Premium specified in Table I above (the “Early Bidding Premium”). Payment for Notes validly deposited and not properly withdrawn on or before the Early Deposit Deadline and accepted for purchase will be made as soon as reasonably practicable after the Early Deposit Deadline (such date, the “Early Settlement Date”). Payment for Notes validly deposited after the Early Deposit Deadline but on or before the Expiration Date and accepted for purchase will be made as soon as reasonably practicable after the Expiry Date (such date, the “Final Settlement Date“. And, together with the early settlement date, the ‘settlement date’). The Company expects the Early Settlement Date to be on or about November 30, 2020. Noteholders who validly tender their Notes after the Early Deposit Deadline and on or before the Expiry Time shall not will receive only the “public offer consideration” applicable for those Notes accepted for purchase, which is an amount equal to the Total Applicable Consideration less the Early Deposit Premium. There is no guaranteed delivery clause in the context of the Offer.

Immediately after the Early Settlement Date, the Company will also issue a press release specifying, among other things, the total principal amount of each series of Notes validly deposited on or before the Early Deposit Deadline and accepted for purchase, as well as pro rata results, if applicable.

Payments for Notes purchased will include accrued and unpaid interest applicable on the Notes from, and including, the most recent interest payment date prior to the applicable settlement date up to, but not including, the due date. applicable regulations, rounded to the nearest cent (“Increased Interest”).

If the Offer is not fully subscribed at the Early Contribution Deadline, subject to the Maximum Offer Amount, the Securities validly deposited and not correctly withdrawn no later than the Early Contribution Deadline will be accepted for purchase in priority to other Securities contributed after the Deposit Deadline, even if Securities deposited after the Early Deposit Deadline have a higher acceptance priority level than Securities deposited on or before the Date early deposit limit.

Notes of a series may be prorated if the aggregate principal amount of the Notes of that series validly deposited and not properly withdrawn would cause the Maximum Deposit Amount to be exceeded. Moreover, if the Offer is fully subscribed at the Early Contribution Deadline, holders who validly tender Notes after the Early Contribution Deadline will not see any of their Bonds accepted for purchase.

Newell Brands’ obligation to accept payment and pay for Notes validly deposited under the Offer is subject to satisfaction or waiver of the conditions described in the Offer to Purchase.

Citigroup Global Markets Inc., HSBC and RBC Capital Markets, LLC are acting as lead brokers in connection with the offering. The information agent and tendering agent is Global Bondholder Services Corporation. Full details of the Offer, including full instructions on how to deposit the Securities, are included in the Offer to Purchase. Holders are strongly encouraged to carefully read the Offer to Purchase, including the documents incorporated by reference therein, as they will contain important information. Copies of the Offer to Purchase are available at https://www.gbsc-usa.com/newellbrands/ and requests for copies may also be directed to the Information Officer at (212) 430-3774 ( banks and brokers) or (866)) 807-2200 (all others). Questions regarding the Offer should be directed to Citigroup Global Markets Inc. at (212) 723-6106 (collect) or (800) 558-3745 (toll free), HSBC Securities (USA) Inc. at (212) ) 525-5552 (collect) or (888) HSBC-4LM (toll free) and RBC Capital Markets, LLC, Liability Management Group, at (212) 618-7843 (collect) or (877) 381-2099 (free of charge).

No member of the Company or its affiliates, their respective boards of directors, dealer managers, information agent and tender agent or trustee with respect to the Notes makes any recommendation as to whether Holders should deposit Notes in response to the Offer, and neither the Company nor any other person has authorized anyone to make such a recommendation. Holders should make their own decision as to the deposit of any of their Notes and, if so, the principal amount of the Notes to be deposited.

This press release does not constitute an offer to sell, a solicitation to buy or an offer to buy or sell any securities. The offer is made only pursuant to the offer to purchase and only in jurisdictions permitted by applicable law.

About the Newell brands

Newell Brands (NASDAQ: NWL) is a leading global consumer goods companies 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®, Mapa®, Spontex ® and Yankee Candle ®. Newell Brands is committed to improving the lives of consumers around the world with environmentally friendly, innovative and engaging products that create moments of joy and provide peace of mind.

This press release and additional information about Newell Brands are available on the Company’s website, www.newellbrands.com.

Caution Regarding Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These “forward-looking statements” are statements other than statements of historical fact and may include, among other things, statements relating to the Company’s current expectations and beliefs as to its ability to complete the Offer, including timing, size or other terms of the Offer and other future events. All information contained in this press release is as of the date hereof. The Company does not intend, and assumes no obligation, to update this information to reflect future events or circumstances. Actual results are subject to a number of risks and uncertainties and may differ materially from the current expectations and beliefs discussed in this press release. Certain potential factors, risks and uncertainties that could affect the Company’s business and financial results and cause actual results to differ materially from those expressed or implied in forward-looking statements include the Company’s ability to complete the Offer. and to meet the conditions thereof, and other potential factors, risks and uncertainties under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in its report on Form 10-K for the fiscal year ended December 31, 2019 and its quarterly reports on Form 10-Q for the quarterly periods ended March 31, 2020, June 30, 2020 and September 30, 2020, which are filed with the Securities and Exchange Commission (“SEC”) and available on the SEC’s website at www.sec. govt.