Newell Brands Announces Tender Offers for $1.5 Billion of Outstanding Debt - Seite 3

ISIN: US651229AW64

4 $50 3.125% UST due 11/15/28 PX1 165   3.850% Notes due 2023 $1,750,000,000

CUSIP: 651229 AV8

ISIN: US651229AV81

5 $50 2.875% UST due 11/30/23 PX1 138

(1) The Total Consideration will be determined taking into account the par call date, if applicable, for such series of Securities.

(2) The Total Consideration payable for each $1,000 principal amount of Securities validly tendered at or prior to the Early Tender Deadline and accepted for purchase by us includes the applicable Early Tender Premium. In addition, holders whose Securities are accepted will also receive accrued interest on such Securities.

Subject to the Maximum Waterfall Tender Amount, the amounts of each series of Waterfall Notes that are purchased in the Waterfall Offer will be determined in accordance with the acceptance priority levels specified in Table II above (the “Acceptance Priority Levels”), with 1 being the highest Acceptance Priority Level and 5 being the lowest Acceptance Priority Level.

The tender offers are being made pursuant to, and are subject to the satisfaction or waiver of the terms and conditions, including a financing condition relating to the receipt of net proceeds from the completion of the Pure Fishing and Jostens divestitures, set forth in the Offer to Purchase, dated December 4, 2018, and the related Letter of Transmittal (as they may each be amended or supplemented from time to time, the “Offer Documents”). The tender offers will expire at midnight, New York City time, at the end of January 3, 2019, unless extended or terminated (the “Expiration Date”). Tenders of Securities may be properly withdrawn at any time at or prior to 5:00 p.m., New York City time, on December 18, 2018, but may not be properly withdrawn thereafter, except where additional withdrawal rights are required by law.