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TUPPERWARE BRANDS: Retires $97.4 Million of 4.750% Senior Notes

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Tupperware Brands Corporation reports the expiration and final tender results of its previously announced offer to purchase for cash up to $175 million aggregate principal amount of its outstanding 4.750% Senior Notes due 2021 that were validly tendered (and not validly withdrawn) at or prior to 11:59 p.m., New York City time, on June 23, 2020.

The Company also announced the early tender results of its previously announced offer to purchase for cash up to the Second Offer Maximum Tender Amount of Notes that were validly tendered (and not validly withdrawn) at or prior to 5:00 p.m., New York City time, on June 23, 2020. The “Second Offer Maximum Tender Amount” is $175 million aggregate principal amount of Notes less the aggregate principal amount of the Notes validly tendered (and not validly withdrawn) pursuant to the First Offer and accepted for purchase in the Second Offer.

With respect to the Notes validly tendered (and not validly withdrawn) (i) in the First Offer at or prior to the First Offer Expiration Time and (ii) in the Second Offer at or prior to the Second Offer Early Tender Time, the Company will accept such Notes for purchase in the Second Offer and elect to make payment for such Notes on June 25, 2020. As previously announced, since Notes have been accepted for purchase under the Second Offer, Notes that were validly tendered (and not validly withdrawn) (i) in the First Offer at or prior to the First Offer Expiration Time and (ii) in the Second Offer at or prior to the Second Offer Early Tender Time will be accepted for purchase by the Company in the Second Offer for the “Second Offer Total Consideration” of $575 for each $1,000 principal amount of such Notes. The Second Offer Total Consideration includes the “Second Offer Early Tender Payment” of $40.00 per $1,000 principal amount of Notes validly tendered (and not validly withdrawn) in the Second Offer at or prior to the Second Offer Early Tender Time and accepted for purchase by the Company.

Holders of Notes who validly tender (and do not validly withdraw) their Notes in the Second Offer after the Second Offer Early Tender Time but at or prior to 11:59 p.m., New York City time, on July 8, 2020 (such date and time, as they may be extended or earlier terminated as described in the Second Offer to Purchase, the “Second Offer Expiration Time”), will be eligible to receive only the “Second Offer Tender Offer Consideration” of $535 per $1,000 principal amount of Notes, which equals the Second Offer Total Consideration reduced by the Second Offer Early Tender Payment. All payments for the Notes purchased in connection with the Second Offer Early Settlement Date will also include accrued and unpaid interest on the principal amount of Notes purchased from the last interest payment date up to, but not including, the Second Offer Early Settlement Date. The Second Offer was conditioned upon there being validly tendered (and not validly withdrawn) in the Second Offer at least $140 million in aggregate principal amount of the Notes, but the Minimum Tender Condition was waived.

The First Offer is being made on the terms and subject to the conditions set forth in the offer to purchase, dated May 26, 2020. Consummation of the First Offer and payment for the tendered Notes is subject to the satisfaction or waiver of certain conditions described in the First Offer to Purchase. The Second Offer is being made on the terms and subject to the conditions set forth in the offer to purchase, dated June 10, 2020. Consummation of the Second Offer and payment for the tendered Notes is subject to the satisfaction or waiver of certain conditions described in the Second Offer to Purchase. The withdrawal deadline of 5:00 p.m., New York City time, on June 23, 2020 has passed and, accordingly, the Notes that have been validly tendered (and not validly withdrawn) in the Second Offer may no longer be withdrawn. Subject to applicable law, the Company has reserved the absolute right, in its sole discretion, to at any time (i) waive any and all conditions to the Second Offer, (ii) extend, terminate or withdraw the Second Offer, (iii) increase, decrease or waive the Second Offer Maximum Tender Amount, with or without extending the Second Offer Withdrawal Deadline, or (iv) otherwise amend the Second Offer in any respect.

The Second Offer will expire at the Second Offer Expiration Time of 11:59 p.m., New York City time, on July 8, 2020, unless extended or earlier terminated as described in the Second Offer to Purchase.

The Company has engaged Moelis & Company LLC to act as dealer manager in connection with the Tender Offers and has appointed D.F. King & Co. to serve as the tender agent and information agent for the Tender Offers. Copies of the Offers to Purchase are available by contacting D.F. King & Co. via telephone by calling (800) 207-3159 (toll free) or (212) 269-5550 (for banks and brokers) or email at tup@dfking.com. Questions regarding the terms of the First Offer and the Second Offer should be directed to Moelis & Company LLC at (888) 399-8991 (toll free).

None of the Company, the guarantor of the Notes, their respective boards of directors, the Dealer Manager, D.F. King & Co. or the trustee of the Notes, or any of their respective affiliates, is making any recommendation as to whether Holders should tender any Notes in response to the Tender Offers. Holders must make their own decision as to whether to tender any of their Notes and, if so, the principal amounts of Notes to tender.

About Tupperware Brands

Tupperware Brands Corporation is a global manufacturer and marketer of innovative, premium products through social selling. Product brands span several categories including design-centric food preparation, storage and
serving solutions for the kitchen and home through the Tupperware brand and beauty and personal care products through the Avroy Shlain, Fuller Cosmetics, NaturCare, Nutrimetics and Nuvo brands.

As of March 28, 2020, the Company had $1.29 billion in total assets, $829.9 million in total current liabilities, $601.8 million in long-term debt and finance lease obligations, $53.7 million in operating lease liabilities, $173.8 million in other liabilities, and a total shareholders’ deficit of $364 million.

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In April 2020, S&P Global Ratings lowered its issuer credit rating on U.S.-based Tupperware Brands to ‘CCC+’ from ‘B’ to reflect heightened refinancing risk and its belief that operating performance for fiscal 2020 will weaken substantially as many markets close and stay-at-home orders are prolonged, limiting the operations of sales representatives.

As reported by the TCR on June 1, 2020, Moody’s Investors Service downgraded Tupperware Brands Corporation’s Corporate Family Rating to Caa3 from B3. These action follows Tupperware’s May 26 announcement that it would launch a tender offer to purchase for cash up to $175 million of its $600 million senior unsecured notes due June 1, 2021.

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