Lifetime Brands in Convertible Debt Offering

Cleary Gottlieb represented Citigroup, as representative of the initial purchasers, in a Rule 144A private placement of $75 million principal amount of Lifetime Brands Inc.’s 4.75% Convertible Senior Notes due 2011.

The notes are convertible into Lifetime Brands’ common stock at any time prior to maturity. Lifetime Brands may elect to deliver shares of its common stock, cash or a combination of cash and common stock upon conversion of the notes, except to the extent it irrevocably elects to make a cash payment of principal upon conversion.

Lifetime Brands is a leading designer, marketer and distributor of kitchenware, cutlery & cutting boards, bakeware & cookware, pantryware & spices, tabletop goods, home décor items, picture frames and bath accessories. The company markets its products under various trade names, including Farberware®, KitchenAid®, Pfaltzgraff®, Calvin Klein®, Cuisinart®, Hoffritz®, Sabatier®, Nautica®, Joseph Abboud Environments®, Roshco®, Baker’s Advantage®, Kamenstein®, CasaModa™, :USE®, Pedrini®, International Silver®, Towle®, Tuttle®, Wallace®, Melannco®, Rochard® and Kenneth Cole Reaction®. Lifetime Brands’ products are distributed through almost every major retailer in the United States.