Newell Brands Announces Expiration and Final Results of the Exchange Offers and Consent Solicitations for Certain Jarden Notes

ATLANTA–(BUSINESS WIRE)–Newell Brands Inc. (NYSE:NWL) today announced the expiration and final
results of its previously announced offers to exchange (the “Exchange
Offers”) all validly tendered and accepted notes of each series of notes
listed in the table below (collectively, the “Existing Jarden Notes”),
previously issued by Jarden Corporation (“Jarden”), for new notes to be
issued by Newell Brands (collectively, the “New Newell Brands Notes”),
and the related solicitation of consents (each, a “Consent Solicitation”
and, collectively, the “Consent Solicitations”) to amend the indentures
governing the Existing Jarden Notes.

As of 11:59 p.m., New York City time, on April 15, 2016 (the “Expiration
Date”), the aggregate principal amounts listed in the table below of
each series of Existing Jarden Notes had been validly tendered and not
validly withdrawn in connection with the Exchange Offers and Consent
Solicitations. The final settlement of the Exchange Offers and Consent
Solicitations is expected to take place on or about April 20, 2016.

Series of Existing Jarden Notes

to be Exchanged

    CUSIP No.

(144A/Reg S)



(144A/Reg S)

    Tenders and Consents


    Percentage of Total

Outstanding Principal Amount

of Existing Jarden Notes

3 3/4% Senior Notes due October 1, 2021    



    € 271,875,000     90.63%
5% Senior Notes due November 15, 2023     471109AN8/




    $ 295,122,000     98.37%

The Exchange Offers and Consent Solicitations were made solely to
eligible holders pursuant to the terms and conditions set forth in the
Offering Memorandum and Consent Solicitation Statement dated March 21,
2016 (the “Offering Memorandum and Consent Solicitation Statement”), and
the related Letter of Transmittal and Consent (the “Letter of
Transmittal”) that, collectively, contain a more complete description of
the terms and conditions of the Exchange Offers and Consent

The New Newell Brands Notes have not been registered under the
Securities Act of 1933, as amended (the “Securities Act”) or any state
securities laws. Newell Brands has agreed to use commercially reasonable
efforts to file an exchange offer registration statement to register the
New Newell Brands Notes for a new issue of substantially identical debt
securities registered under the Securities Act. Newell Brands has also
agreed to use commercially reasonable efforts to file a shelf
registration statement to cover resales of the New Newell Brands Notes
under certain circumstances. The New Newell Brands Notes may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act and any applicable state securities laws. This press
release does not constitute an offer to sell or purchase, or a
solicitation of an offer to sell or purchase, or the solicitation of
tenders or consents with respect to, any security. No offer,
solicitation, purchase or sale will be made in any jurisdiction in which
such an offer, solicitation, or sale would be unlawful.

D.F. King & Co., Inc. was the information agent for the Exchange Offers
and Consent Solicitations and can be contacted at (877) 842-1616 (U.S.
toll free), (212) 269-5550 (banks and brokers), +44 20 7920-9700 (in
London), +852 3953-7230 (in Hong Kong) or
Goldman, Sachs & Co. was the dealer manager for the Exchange Offers and
Consent Solicitations. Additional information concerning the Exchange
Offers and Consent Solicitations may be obtained by contacting Goldman,
Sachs & Co., at (800) 828-3182 (U.S. toll free), (212) 357-0215
(collect) or +44 20 7774-9862 (in London).

About Newell Brands

Newell Brands (NYSE: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®, Jostens®, Marmot®,
Rawlings®, Irwin®, Lenox®, Oster®, Sunbeam®, FoodSaver®, Mr. Coffee®,
Rubbermaid Commercial Products®, Graco®, Baby Jogger®, NUK®, Calphalon®,
Rubbermaid®, Contigo®, First Alert®, Waddington and Yankee Candle®.
Driven by a sharp focus on the consumer, leading investment in
innovation and brands, and a performance-driven culture, Newell Brands
helps consumers achieve more where they live, learn, work and play.

This press release and additional information about Newell Brands are
available on the company’s website,

Caution Concerning Forward-Looking Statements

Certain statements in this press release, including statements regarding
the timing of and expectations with respect to the settlement of the
exchange offers in connection with the Existing Jarden Notes are
forward-looking statements that involve a number of risks and
uncertainties that could cause actual events or results to differ
materially from those described in this release. Factors that could
cause actual results to differ include, but are not limited to, market
conditions; the settlement of the exchange offers with respect to the
Existing Jarden Notes; changes in our credit ratings; changes in our
cash requirements, financial position or industry conditions that affect
our ability or willingness to consummate the above­described
transactions on the terms described above or at all; our continued
access to credit markets on favorable terms; and other risks such as our
dependence on the strength of retail, commercial and industrial sectors
of the economy in light of the continuation or escalation of the global
economic slowdown or regional sovereign debt issues; currency
fluctuations; competition with other manufacturers and distributors of
consumer products; major retailers’ strong bargaining power and
consolidation of our retail customers; changes in the prices of raw
materials and sourced products and our ability to obtain raw materials
and sourced products in a timely manner from suppliers; our ability to
develop innovative new products and to develop, maintain and strengthen
our end-user brands, including the ability to realize anticipated
benefits of increased advertising and promotion spend; product
liability, product recalls or regulatory actions; our ability to
expeditiously close facilities and move operations while managing
foreign regulations and other impediments; a failure of one of our key
information technology systems or related controls; the potential
inability to attract, retain and motivate key employees; future events
that could adversely affect the value of our assets and require
impairment charges; our ability to improve productivity and streamline
operations; significant increases in the funding obligations related to
our pension plans due to declining asset values, declining interest
rates or otherwise; the imposition of tax liabilities greater than our
provisions for such matters; the risks inherent in our foreign
operations, including exchange controls and pricing restrictions; our
ability to realize the expected benefits, synergies and financial
results from our recently acquired businesses, including Jarden; our
inability to obtain domestic and foreign regulatory approvals required
to complete the planned divestitures; failure to satisfy a condition to
closing of the planned divestitures; our ability to complete the planned
divestitures; our ability to maintain our investment grade debt ratings;
difficulties integrating our business with Jarden; and those factors
listed in our most recently filed Annual Report on Form 10-K filed with
the Securities and Exchange Commission (“SEC”).


Nancy O’Donnell, +1
Vice President, Investor Relations
White, +1 770-418-7643
Vice President, Global Communications