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2024-05-20
2024-05-20
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 20, 2024
SPECTRUM BRANDS HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 001-4219 74-1339132
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
SB/RH HOLDINGS, LLC
(Exact Name of Registrant as Specified in its Charter)
Delaware 333-192634-03 27-2812840
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
3001 Deming Way
Middleton
,
Wisconsin
53562
(Address of principal executive offices)
(
608
)
275-3340
(Registrant's telephone number, including area code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 ((s)232.405 of this chapter)
or Rule
12b-2
of the Securities Exchange Act of 1934
((s)240.12b-2
of this chapter).
Spectrum Brands Holdings, Inc.
SB/RH Holdings, LLC
If an emerging growth company, indicate by checkmark if the registrant has
elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a)
of the Exchange Act.
Spectrum Brands Holdings, Inc.
SB/RH Holdings, LLC
Securities registered pursuant to Section 12(b) of the Exchange Act:
Registrant Title of Each Class Trading Name of Exchange
Symbol On Which Registered
Spectrum Brands Holdings, Inc. Common Stock, $0.01 par value SPB New York Stock Exchange
-------------------------------------------------------------------------------
Item 8.01 Other Events.
On May 20, 2024, Spectrum Brands Holdings, Inc. (the "Parent") issued a press
release announcing that Spectrum Brands, Inc., its indirect wholly-owned
subsidiary (the "Company") has launched an offering of exchangeable senior
notes due 2029 (the "Exchangeable Notes") and a press release announcing the
Company has commenced a tender offer and consent solicitation for the 4.00%
Senior Notes due 2026 (the "2026 Notes"), the 5.00% Senior Notes due 2029 (the
"2029 Notes") and the 5.50% Senior Notes due 2030 (the "2030 Notes"), and a
tender offer for the 3.875% Senior Notes due 2031 (the "2031 Notes"). A copy
of each of these press releases is attached hereto as Exhibits 99.1 and 99.2,
respectively, which are incorporated herein by reference.
The Parent also announced that its Board of Directors has authorized a new
$500 million Parent common stock repurchase program. The Parent intends to use
up to $100 million of this program to purchase shares of the Parent's common
stock concurrently with the pricing of the offering of the exchangeable notes
in privately negotiated transactions effected through one of the initial
purchasers and/or its affiliates. The Parent common stock repurchase
authorization is effective immediately and replaces an existing program, which
had a remaining available authorization of approximately $80 million.
Purchases under the program may be made in the open market or in privately
negotiated transactions from time to time at management's discretion. The
Parent common stock repurchase program may be suspended or discontinued at any
time.
This Current Report on Form
8-K
and the press releases attached hereto as Exhibits 99.1 and 99.2 do not
constitute an offer to sell or the solicitation of an offer to buy these
securities, nor shall there be any offer, solicitation or sale of these
securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful. The Exchangeable Notes will not be registered under the
Securities Act or any state securities laws and, unless so registered, may not
be offered or sold in the United States except pursuant to an exemption from
the registration requirements of the Securities Act and applicable state
securities laws.
2
-------------------------------------------------------------------------------
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
The following exhibits are being filed with this Current Report on Form
8-K.
Exhibit Description
No.
99.1 Press release announcing the Exchangeable
Notes offering, dated May 20, 2024
99.2 Press release announcing the tender offer and consent solicitation for the 2026 Notes, the
2029 Notes and the 2030 Notes, and tender offer for the 2031 Notes, dated May 20, 2024
104 Cover Page Interactive Data File (the cover page XBRL
tags are embedded within the inline XBRL document)
3
-------------------------------------------------------------------------------
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: May 20, 2024
SPECTRUM BRANDS HOLDINGS, INC.
By: /s/ Jeremy W. Smeltser
Name: Jeremy W. Smeltser
Title: Executive Vice President and Chief Financial Officer
SB/RH HOLDINGS, LLC
By: /s/ Jeremy W. Smeltser
Name: Jeremy W. Smeltser
Title: Executive Vice President and Chief Financial Officer
4
Exhibit 99.1
3001 Deming Way
Middleton, WI 53562-1431
P.O. Box 620992
Middleton, WI 53562-0992
(608)
275-3340
For Immediate Release Investor/Media Contact: Joanne Chomiak
608-275-4458
Spectrum Brands Announces Proposed Offering of Exchangeable Notes & Share
Repurchase Plan
Middleton, WI, May 20, 2024 - Spectrum Brands Holdings, Inc. (NYSE: SPB;
"Parent"), announced today that its wholly-owned subsidiary,Spectrum Brands,
Inc. ("Spectrum Brands" or the "Company") intends to offer, subject to market
and other conditions, $300 million in aggregate principal amount of
exchangeable senior notes due 2029 (the "ExchangeableNotes") and a share
repurchase plan.
The Company intends to use a portion of the net proceeds of the Exchangeable
Notes offering (i) to fundthe cost of entering into the capped call
transactions (as described below), (ii) to repurchase up to $100 million of
shares of common stock of Parent ("Parent Common Stock") concurrently with the
pricing of the offering of theExchangeable Notes in privately negotiated
transactions effected through one of the initial purchasers or its affiliates
and (iii) for general corporate purposes.
In connection with the Exchangeable Notes offering, if the initial purchasers
sell more Exchangeable Notes than the total principal amount of the
ExchangeableNotes set forth above, the Company expects to grant the initial
purchasers the option to purchase, for settlement within a
13-day
period beginning on, and including, the date the Exchangeable Notes are
firstissued, up to an additional $50 million aggregate principal amount of
Exchangeable Notes. If the initial purchasers exercise their option to
purchase additional Exchangeable Notes, then the Company intends to use a
portion of the additional netproceeds to fund the cost of entering into
additional capped call transactions (as described below) and the remaining net
proceeds for general corporate purposes.
The Exchangeable Notes will accrue interest payable semi-annually in arrears
and will mature on June 1, 2029, unless repurchased, redeemed or exchangedin
accordance with their terms prior to such date. Prior to March 1, 2029, the
Exchangeable Notes will be exchangeable only upon satisfaction of certain
conditions and during certain periods; thereafter, the Exchangeable Notes will
beexchangeable at any time until the close of business on the second scheduled
trading day immediately before the maturity date. Upon exchange of the
Exchangeable Notes, the Company will pay cash, up to the aggregate principal
amount of theExchangeable Notes to be exchanged, and pay or deliver, as the
case may be, cash, shares of Parent Common Stock or a combination of cash and
shares of Parent Common Stock, at the Company's election, in respect of the
remainder, if any, of theCompany's exchange obligation in excess of the
aggregate principal amount of Exchangeable Notes being exchanged. The
Exchangeable Notes will be guaranteed, on a full, joint and several basis, by
Parent and, subject to certain exceptions, eachof the Company's existing and
future domestic subsidiaries that guarantee the Company's or the Parent's
obligations under any of their respective existing or future senior unsecured
notes or convertible or exchangeable notes.
Page
1 / 6
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Holders of the Exchangeable Notes will have the right to require the Company
to repurchase all or a portionof their Exchangeable Notes at 100% of their
principal amount, plus any accrued and unpaid interest, upon the occurrence of
certain corporate events constituting a "fundamental change" as defined in the
indenture governing the ExchangeableNotes. The Company may not redeem the
Exchangeable Notes prior to June 7, 2027. The Company may redeem for cash all
or any portion of the Exchangeable Notes, at its option, on a redemption date
occurring on or after June 7, 2027 and on orbefore the 41st scheduled trading
day immediately before the maturity date, but only if (A) the notes are
"freely tradable" as defined in the indenture (unless the Company elects for
cash settlement to apply to all exchanges of theExchangeable Notes with an
exchange date that occurs on or after the date the Company sends such
redemption notice and on or before the second scheduled trading day
immediately before the related redemption date) and any accrued and
unpaidadditional interest through the most recent interest payment date has
been paid as of the date the Company sends the related redemption notice and
(B) the last reported sale price of Parent Common Stock has been at least 130%
of the exchangeprice then in effect for a specified period of time. The
redemption price will equal 100% of the principal amount of the Exchangeable
Notes to be redeemed, plus any accrued and unpaid interest to, but excluding,
the redemption date.
In connection with the pricing of the Exchangeable Notes, the Parent expects
to enter into share repurchases at a cash purchase price per share equal to
theclosing price per share of the Parent Common Stock on the pricing date of
the Exchangeable Notes. The Company expects that one of the initial purchasers
and/or its affiliate will purchase the shares from purchasers of Exchangeable
Notes in theoffering and will sell the shares to the Parent at closing. These
share repurchases could increase (or reduce the size of any decrease in) the
market price of the Parent Common Stock or the Exchangeable Notes. The share
repurchases could affect themarket price of the Parent Common Stock
concurrently with the pricing of the Exchangeable Notes, and could also result
in a higher effective exchange price for the Exchangeable Notes.
In connection with the pricing of the Exchangeable Notes, the Company also
expects to enter into privately negotiated capped call transactions with one
ormore of the initial purchasers or their affiliates and/or other financial
institutions (the "option counterparties"). The capped call transactions are
expected to initially cover, subject to anti-dilution adjustments
substantially similarto those applicable to the Exchangeable Notes, the number
of shares of Parent Common Stock underlying the Exchangeable Notes. If the
initial purchasers exercise their option to purchase additional Exchangeable
Notes, the Company expects to enterinto additional capped call transactions
with the option counterparties.
The capped call transactions are expected generally to reduce the
potentialdilution to Parent Common Stock upon any exchange of the Exchangeable
Notes and/or offset any potential cash payments the Company is required to
make in excess of the principal amount of exchanged notes, as the case may be.
If, however, the marketprice per share of Parent Common Stock, as measured
under the terms of the capped call transactions, exceeds the cap price of the
capped call transactions, there would nevertheless be dilution and/or there
would not be an offset of such potentialcash payments, in each case, to the
extent that such market price exceeds the cap price of the capped call
transactions.
Page
2 / 6
-------------------------------------------------------------------------------
In connection with establishing their initial hedges of the capped call
transactions, the optioncounterparties or their respective affiliates expect
to enter into various derivative transactions with respect to Parent Common
Stock and/or purchase shares of Parent Common Stock concurrently with or
shortly after the pricing of the ExchangeableNotes. This activity could
increase (or reduce the size of any decrease in) the market price of Parent
Common Stock or the Exchangeable Notes at that time.
In addition, the option counterparties or their respective affiliates may
modify their hedge positions by entering into or unwinding various derivatives
withrespect to Parent Common Stock and/or purchasing or selling shares of
Parent Common Stock or other securities in secondary market transactions
following the pricing of the Exchangeable Notes and prior to the maturity of
the Exchangeable Notes (andare likely to do so (x) during any observation
period related to an exchange of the Exchangeable Notes, following any
redemption of the Exchangeable Notes by the Company or following any
repurchase of Exchangeable Notes by the Company inconnection with any
fundamental change and (y) following any repurchase of the Exchangeable Notes
by the Company other than in connection with any such redemption or any
fundamental change if the Company elects to unwind a corresponding portionof
the capped call transactions in connection with such repurchase). This
activity could also cause or avoid an increase or a decrease in the market
price of Parent Common Stock or the Exchangeable Notes, which could affect the
holders' abilityto exchange the Exchangeable Notes and, to the extent the
activity occurs following exchange or during any observation period related to
an exchange of the Exchangeable Notes, it could affect the amount and value of
the consideration that holderswill receive upon exchange of the Exchangeable
Notes.
The Exchangeable Notes will be offered through a private placement, and the
offer and sale of theExchangeable Notes, the guarantees and the shares of
Parent Common Stock, if any, deliverable upon exchange of the Exchangeable
Notes will not be registered under the Securities Act of 1933, as amended (the
"Securities Act"), or any statesecurities law. The Exchangeable Notes and the
shares of Parent Common Stock, if any, deliverable upon exchange of the
Exchangeable Notes may not be offered or sold in the United States absent
registration or an applicable exemption fromregistration under the Securities
Act and applicable state securities laws. Accordingly, the Exchangeable Notes
will be offered only to persons reasonably believed to be "qualified
institutional buyers" under Rule 144A of the SecuritiesAct.
The Parent also announced that its Board of Directors has authorized a new
$500 million Parent Common Stock repurchase program. The Companyintends to use
up to $100 million of this program to purchase shares of Parent Common Stock
concurrently with the pricing of the offering of the Exchangeable Notes in
privately negotiated transactions effected through one of the initialpurchasers
and/or its affiliates. The Parent Common Stock repurchase authorization is
effective immediately and replaces an existing program, which had a remaining
available authorization of approximately $80 million. Purchases under
theprogram may be made in the open market or in privately negotiated
transactions from time to time at management's discretion. The repurchase
program may be suspended or discontinued at any time.
This news release shall not constitute an offer to sell or the solicitation of
an offer to sell or the solicitation of an offer to buy any securities,
norshall there be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
Page
3 / 6
-------------------------------------------------------------------------------
About Spectrum Brands Holdings, Inc. and Spectrum Brands, Inc.
Spectrum Brands Holdings, Inc. is a home-essentials company with a mission to
make living better at home. We focus on delivering innovative products
andsolutions to consumers for use in and around the home through our trusted
brands. We are a leading supplier of specialty pet supplies, lawn and garden
and home pest control products, personal insect repellents, shaving and
grooming products,personal care products, and small household appliances.
Helping to meet the needs of consumers worldwide, Spectrum Brands offers a
broad portfolio of market-leading, well-known and widely trusted brands
including Tetra
(R)
, DreamBone
(R)
, SmartBones
(R)
, Nature's Miracle
(R)
,
8-in-1
(R)
, FURminator
(R)
, Healthy-Hide
(R)
, Good Boy
(R)
,Meowee!
(R)
, OmegaOne
(R)
, Spectracide
(R)
, Cutter
(R)
, Repel
(R)
, Hot Shot
(R)
,Rejuvenate
(R)
, Black Flag
(R)
, Liquid Fence
(R)
, Remington
(R)
, George Foreman
(R)
, Russell Hobbs
(R)
, Black + Decker
(R)
, PowerXL
(R)
, Emeril Lagasse
(R)
, and Copper Chef
(R)
. For more information, please visit www.spectrumbrands.com. Spectrum Brands -
A Home Essentials Company
TM
.
Forward-looking Statements
We have made orimplied certain forward-looking statements in this news release
and may make additional oral forward-looking statements from time to time. All
statements, other than statements of historical facts included or incorporated
by reference in thisdocument, including, without limitation, statements or
expectations regarding our business strategy, future operations, financial
condition, estimated revenues, projected costs, inventory management, earnings
power, projected synergies, prospects,plans and objectives of management,
outcome of any litigation and information concerning expected actions of third
parties are forward-looking statements. When used in this document, the words
future, anticipate, pro forma, seek, intend, plan,envision, estimate, believe,
belief, expect, project, forecast, outlook, earnings framework, goal, target,
could, would, will, can, should, may and similar expressions are intended to
identify forward-looking statements, although not allforward-looking
statements contain such identifying words.
Since these forward-looking statements are based upon our current expectations
offuture events and projections and are subject to a number of risks and
uncertainties, many of which are beyond our control and some of which may
change rapidly, actual results or outcomes may differ materially from those
expressed or implied herein,and you should not place undue reliance on these
statements. Important factors that could cause our actual results to differ
materially from those expressed or implied herein include, without limitation:
(1) the economic, social and politicalconditions or civil unrest, terrorist
attacks, acts of war, natural disasters, other public health concerns or
unrest in the United States or the international markets impacting our
business, customers, employees (including our ability to retain andattract key
personnel), manufacturing facilities, suppliers, capital markets, financial
condition and results of operations, all of which tend to aggravate the other
risks and uncertainties we face; (2) the impact of a number of local,
regionaland global uncertainties could negatively impact our business; (3) the
negative effect of the Russia-Ukraine war and the Israel-Hamas war and their
impact on those regions and surrounding regions, including the Middle East,
and on ouroperations and operations of our customers, suppliers and other
stakeholders; (4) our increased reliance on third-party partners, suppliers
and distributors to achieve our business
Page
4 / 6
-------------------------------------------------------------------------------
objectives; (5) the impact of expenses resulting from the implementation of
new business strategies, divestitures or current and proposed restructuring
and optimization activities, includingchanges in inventory and distribution
center changes which are complicated and involve coordination among a number
of stakeholders, including our suppliers and transportation and logistics
handlers; (6) the impact of our indebtedness andfinancial leverage position on
our business, financial condition and results of operations; (7) the impact of
restrictions in our debt instruments on our ability to operate our business,
finance our capital needs or pursue or expand businessstrategies; (8) any
failure to comply with financial covenants and other provisions and
restrictions of our debt instruments; (9) the effects of general economic
conditions, including the impact of, and changes to tariffs and tradepolicies,
inflation, recession or fears of a recession, depression or fears of a
depression, labor costs and stock market volatility or monetary or fiscal
policies in the countries where we do business; (10) the impact of
fluctuations intransportation and shipment costs, fuel costs, commodity
prices, costs or availability of raw materials or terms and conditions
available from suppliers, including suppliers' willingness to advance credit;
(11) interest rate fluctuations;(12) changes in foreign currency exchange
rates that may impact our purchasing power, pricing and margin realization
within international jurisdictions; (13) the loss of, significant reduction in
or dependence upon, sales to anysignificant retail customer(s), including
their changes in retail inventory levels and management thereof; (14)
competitive promotional activity or spending by competitors, or price
reductions by competitors; (15) the introduction of newproduct features or
technological developments by competitors and/or the development of new
competitors or competitive brands; (16) changes in consumer spending
preferences and demand for our products, particularly in light of economic
stress;(17) our ability to develop and successfully introduce new products,
protect intellectual property and avoid infringing the intellectual property
of third parties; (18) our ability to successfully identify, implement,
achieve and sustainproductivity improvements, cost efficiencies (including at
our manufacturing and distribution operations) and cost savings; (19) the
seasonal nature of sales of certain of our products; (20) the impact weather
conditions may have on thesales of certain of our products; (21) the effects
of climate change and unusual weather activity as well as our ability to
respond to future natural disasters and pandemics and to meet our
environmental, social and governance goals;(22) the cost and effect of
unanticipated legal, tax or regulatory proceedings or new laws or regulations
(including environmental, public health and consumer protection regulations);
(23) public perception regarding the safety of products thatwe manufacture and
sell, including the potential for environmental liabilities, product liability
claims, litigation and other claims related to products manufactured by us and
third parties; (24) the impact of existing, pending or threatenedlitigation,
government regulation or other requirements or operating standards applicable
to our business; (25) the impact of cybersecurity breaches or our actual or
perceived failure to protect company and personal data, including our
failureto comply with new and increasingly complex global data privacy
regulations; (26) changes in accounting policies applicable to our business;
(27) our discretion to adopt, conduct, suspend or discontinue any share
repurchase program orconduct any debt repayments, redemptions, repurchases or
refinancing transactions (including our discretion to conduct purchases or
repurchases, if any, in a variety of manners including open-market purchases,
privately negotiated transactions,tender offers, redemptions, or otherwise);
(28) our ability to utilize net operating loss carry-forwards to offset tax
liabilities; (29) our ability to separate the Company's HPC business and
create an independent Global Appliancesbusiness on expected terms, and within
the anticipated time period, or at all, and to realize the potential benefits
of such business; (30) our ability to create a pure
Page
5 / 6
-------------------------------------------------------------------------------
play consumer products company composed of our Global Pet Care and Home &
Garden business and to realize the expected benefits of such creation, and
within the anticipated time period,or at all; (31) our ability to successfully
implement, and realize the benefits of, acquisitions or dispositions and the
impact of any such transactions on our financial performance; (32) the impact
of actions taken by significantshareholders; and (33) the unanticipated loss
of key members of senior management and the transition of new members of our
management teams to their new roles; and (34) the other risk factors set forth
in the securities filings of SpectrumBrands Holdings, Inc. and SB/RH Holdings,
LLC, including the 2023 Annual Report and subsequent Quarterly Reports on Form
10-Q.
Some of the above-mentioned factors are described in further detail in the
sections entitled Risk Factors in our annual and quarterly reports,
asapplicable. You should assume the information appearing in this document is
accurate only as of the end of the period covered by this document, or as
otherwise specified, as our business, financial condition, results of
operations and prospects mayhave changed since that date. Except as required
by applicable law, including the securities laws of the United States and the
rules and regulations of the United States Securities and Exchange Commission,
we undertake no obligation to publiclyupdate or revise any forward-looking
statement, whether as a result of new information, future events or otherwise,
to reflect actual results or changes in factors or assumptions affecting such
forward-looking statements.
# # #
Page
6 / 6
Exhibit 99.2
3001 Deming Way
Middleton, WI 53562-1431
P.O. Box 620992
Middleton, WI 53562-0992
(608)
275-3340
For Immediate Release Investor/Media Contact: Joanne Chomiak
608-275-4458
Spectrum Brands Announces Tender Offer and Consent Solicitation for 4.00%
Senior Notes Due 2026, 5.00%Senior Notes Due 2029 and 5.50% Senior Notes Due
2030, and Tender Offer for 3.875% Senior Notes Due 2031
Middleton, WI, May 20, 2024 -Spectrum Brands Holdings, Inc. (NYSE: SPB), a
leading global branded consumer products and home essentials company focused
on driving innovation and providing exceptional customer service, announced
today that its wholly-owned subsidiary, SpectrumBrands, Inc. ("Spectrum
Brands"), has commenced (i) a cash tender offer (the "Tender Offer") of up to
an aggregate principal amount of its outstanding 4.00% Senior Notes due 2026
(the "2026 Notes" or the "EuroNotes"), 5.00% Senior Notes due 2029 (the "2029
Notes"), 5.50% Senior Notes due 2030 (the "2030 Notes") and 3.875% Senior
Notes due 2031 (the "2031 Notes" and, together with the 2026 Notes, the 2029
Notes and the2030 Notes, the "Notes," and each, a "Series") that may be
purchased for a combined aggregate purchase price of up to $925.0 million
(including accrued and unpaid interest, which also will be paid to, but
excluding, theEarly Tender Settlement Date or the Final Settlement Date (each
as defined below), as the case may be, but excluding fees and expenses
relating to the Tender Offer). Spectrum Brands has the discretion to upsize
the Tender Offer.
Concurrently with the Tender Offer, Spectrum Brands is soliciting consents
(the "Consent Solicitation") (i) from Holders of the 2026 Notes tocertain
proposed amendments to the indenture governing the 2026 Notes, dated as of
September 20, 2016, as supplemented (the "2026 Notes Indenture"), (ii) from
Holders of the 2029 Notes to certain proposed amendments to the indenturegoverni
ng the 2029 Notes, dated as of September 24, 2019, as supplemented (the "2029
Notes Indenture"), and (iii) from Holders of the 2030 Notes to certain
proposed amendments to the indenture governing the 2030 Notes, dated asof June
30, 2020, as supplemented (the "2030 Notes Indenture") (such proposed
amendments are collectively referred to as the "Proposed Amendments" and such
consents being solicited are each a "Consent" andcollectively, the
"Consents"). Spectrum Brands is not soliciting any Consents from Holders of
the 2031 Notes. The Proposed Amendments, if consummated, would amend each of
the 2026 Notes Indenture, the 2029 Notes Indenture and the 2030Notes
Indenture, as applicable, to shorten the notice periods for the redemption of
such Notes and eliminate substantially all of the restrictive covenants and
certain events of default.
Upon the terms and subject to the conditions set forth in the Offer to
Purchase and Consent Solicitation Statement relating to the Notes (as it may
be amendedor supplemented from time to time, the "Notes Statement"), Spectrum
Brands will pay to each Holder who validly tenders (and does not validly
withdraw) their Notes and, if applicable, thereby validly delivers (and does
not validly revoke)Consents prior to 5:00 p.m., New York City time, on June 3,
2024 (the "Early Tender Time"), an amount in cash equal to the "Total
Consideration" (inclusive of the "Early Tender Payment") specified in the
tablebelow. Tendered Notes may be withdrawn any time prior to 5:00 p.m., New
York City time, on June 3, 2024. Holders who validly tender (and do not
validly withdraw) their Notes prior to the Early Tender Time will also be
entitled to receive theTotal Consideration (inclusive of the Early Tender
Payment) specified in
Page
1 / 7
-------------------------------------------------------------------------------
the table below on the Early Tender Settlement Date (as defined below) if such
Notes are accepted for purchase. The "Early Tender Settlement Date" for the
Tender Offer will follow theEarly Tender Time and is expected to be June 18,
2024. Holders who validly tender (and do not validly withdraw) their Notes
after the Early Tender Time but prior to the Expiration Time (as defined
below) will be entitled to receive the"Tender Offer Consideration" specified
in the table below on the Final Settlement Date (as defined below) if such
Notes are accepted for purchase. The Tender Offer Consideration is the Total
Consideration minus the Early Tender Payment.Holders will also be paid accrued
and unpaid interest, if any, on their Notes from the last interest payment
date up to, but not including, the Early Tender Settlement Date or the Final
Settlement Date (as the case may be) for all of their Notesthat Spectrum
Brands accepts for purchase in the Tender Offer. The Total Consideration
(inclusive of the Early Tender Payment) and the Tender Offer Consideration for
each $1,000 principal amount of the 2031 Notes validly tendered and accepted
forpurchase will be determined in the manner described in the Notes Statement
by reference to the Fixed Spread specified in the table below over the yield
to maturity based on the
bid-side
price of the ReferenceTreasury Security specified in the table below, in
accordance with standard market practice at 11:00 a.m., New York City time, on
the business day following the Early Tender Time, expected to be June 4, 2024.
The Tender Offer and Consent Solicitation are scheduled to expire at 5:00
p.m., New York City time, on June 18, 2024, unless extended, earlier
terminatedor (in the case of the Consent Solicitation) earlier expired by
Spectrum Brands in its sole discretion (the "Expiration Time"). The "Final
Settlement Date" for the Tender Offer will promptly follow the Expiration Time
and isexpected to be June 21, 2024. Other information relating to the Tender
Offer is listed in the table below.
Title Security Principal Acceptance Reference Bloomberg Fixed Tender Early Total
of Identifiers Amount Priority Treasury Reference Spread Offer Tender Consideration
Security (1) of Level Security Page (bps) Consideration Payment (4)
Notes (2) (3)
Outstanding
4.00% ISIN 425,000,000 1 N/A N/A N/A 950.00 50.00 1,000.00
Senior No.
Notes due XS1493295874
2026 /
XS1493296500
Common
Code
149329587/
149329650
5.00% CUSIP $ 289,089,000 2 N/A N/A N/A $ 950.00 $ 50.00 $ 1,000.00
Senior No.
Notes due 84762L
2029 AV7
/
U84569
AK5,
ISIN
No.
US84762LAV71
/
USU84569AK55
5.50% CUSIP $ 155,719,000 3 N/A N/A N/A $ 950.00 $ 50.00 $ 1,000.00
Senior No.
Notes due 84762L
2030 AW5
/
U84569
AL3,
ISIN
No.
US84762LAW54
/
USU84569AL39
3.875% CUSIP $ 413,715,000 4 4.25% FIT6 +0 N/A $ 50.00 N/A
Senior No. U.S.
Notes due 84762L Treasury
2031 AX3 due
/ February
U84569 28,
AM1 2031
ISIN
No.
US84762LAX38
/
USU84569AM12
(1) No representation is made as to the correctness or accuracy of the security identifiers listed in this
table orprinted on the Notes. They are provided solely for the convenience of Holders of the Notes.
(2) Per $1,000 or 1,000 principal amount of Notes (as applicable) validly
tendered and accepted for purchasefor each Series, and not validly withdrawn
at or prior to the Expiration Time. Excludes accrued and unpaid interest,
which also will be paid to, but excluding, the Final Settlement Date.
(3) Per $1,000 or 1,000 principal amount of Notes (as applicable) validly tendered and accepted
for purchasefor each Series, and not validly withdrawn at or prior to the Early Tender Time.
(4) Per $1,000 or 1,000 principal amount of Notes (as applicable) validly tendered and
accepted for purchasefor each Series, and not validly withdrawn at or prior to the Early
Tender Time. Includes the Early Tender Payment, but excludes accrued and unpaid
interest, which also will be paid to, but excluding, the Early Tender Settlement Date.
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General Information
Spectrum Brands' obligations to complete the Tender Offer and Consent
Solicitation are subject to and conditioned upon the satisfaction or waiver
bySpectrum Brands of certain conditions, including the General Conditions, the
Supplemental Indenture Conditions and the Total Consideration Condition (each
as described in the Notes Statement), as applicable to a Series of Notes.
There can be noassurance that either of the Tender Offer or Consent
Solicitation will be consummated. Spectrum Brands may amend, extend or
terminate the Tender Offer and Consent Solicitation, in its sole discretion.
Subject to the Maximum Tender Offer Amount, the Notes accepted for purchase on
the Early Tender Settlement Date or the Final Settlement Date, as
applicable,will be accepted in accordance with their respective Acceptance
Priority Levels (in numerical order with "1" being the highest Acceptance
Priority Level) as set forth in the table above. Subject to the Maximum Tender
Offer Amount, allNotes validly tendered and not validly withdrawn at or prior
to the Early Tender Time will be accepted for purchase in priority to Notes
validly tendered after the Early Tender Time but at or prior to the Expiration
Time, even if such Notes validlytendered after the Early Tender Time but at or
prior to the Expiration Time have a higher Acceptance Priority Level than the
Notes validly tendered and not validly withdrawn at or prior to the Early
Tender Time. Furthermore, if Spectrum Brandspurchases the Maximum Tender Offer
Amount of Notes on the Early Tender Settlement Date, Holders who validly
tender Notes after the Early Tender Time but on or before the Expiration Time
will not have any of their Notes accepted for purchase. TheTender Offer may be
subject to proration if the aggregate purchase price (including principal and
premium and accrued and unpaid interest) of the Notes that are validly
tendered and not validly withdrawn is greater than the amount of Notes that
maybe purchased for the Maximum Tender Offer Amount.
Spectrum Brands intends to fund the Total Consideration (inclusive of the
Early Tender Payment) and theTender Offer Consideration (including, in each
case, accrued and unpaid interest paid), plus all related fees and expenses,
using cash on hand, including proceeds from asset sales, proceeds from the
liquidation of short-term investments, and, ifnecessary, borrowings under its
revolving facility under its Amended and Restated Credit Agreement, dated June
30, 2020, as amended through the date hereof. Notes that are tendered and
accepted in the Tender Offer will cease to be outstandingand will be cancelled.
The terms and conditions of the Tender Offer are described in the Notes
Statement.
If less than all of the 2026 Notes, the 2029 Notes and the 2030 Notes are
validly tendered and accepted for purchase in the Tender Offer or Spectrum
Brandsdoes not receive sufficient consents to effect the proposed amendments
to the indentures governing such Series, Spectrum Brands may be required to
make subsequent offers ("Asset Sale Offers") pursuant to the requirements of
the"Limitation on Asset Sales" covenant in the respective indentures governing
such Series at a purchase price of 100.0% of the principal amount of such
Notes plus accrued and unpaid interest using the net proceeds of the
divestiture ofSpectrum Brands' Hardware and Home Improvement segment,
completed on June 20, 2023, that remain available for such Asset Sale Offers,
if they are required to be made.
Depending on the outcome of the Tender Offer for the 2026 Notes, the 2029
Notes and the 2030 Notes, all or a significant amount of the 2031 Notes may
remainoutstanding following the completion of the Tender Offer. However,
whether or not Spectrum Brands would be required to make an Asset Sale Offer
for the 2031 Notes, or the 2026 Notes, the 2029 Notes or the 2030 Notes,
depends on the
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amount of Notes tendered in the Tender Offer and any other actions that
Spectrum Brands may take before an Asset Sale Offer is required to be made
pursuant to the terms of the governingindenture, including defeasance of the
covenants applicable to the 2031 Notes pursuant to the terms of the governing
indenture, or the satisfaction and discharge of the indenture governing the
2031 Notes.
Spectrum Brands and its affiliates reserve the right, in their sole
discretion, to redeem any of the Notes that remain outstanding after the
completion of theTender Offer in accordance with the terms of the respective
indentures governing the Notes, to repurchase any such Notes in open market
purchases, privately negotiated transactions or otherwise, upon such terms and
at such prices as they maydetermine, which in each case may be more or less
than the price to be paid pursuant to the Tender Offer, to defease the
covenants of the Notes, including the covenant on the "Limitation on Asset
Sales," or to satisfy and dischargeSpectrum Brands' obligations pursuant to
the indentures governing such Notes.
Spectrum Brands has retained RBC Capital Markets, LLC, J.P. MorganSecurities
LLC (with respect to the 2029 Notes, the 2030 Notes and the 2031 Notes,
collectively, the "USD Notes"), J.P. Morgan Securities plc (with respect to
the Euro Notes) and UBS Securities LLC to serve as the Dealer Managers for
theTender Offer and Solicitation Agents for the Consent Solicitation. Requests
for documents may be directed to D.F. King, the Information and Tender Agent
at (800)
549-6864
(toll-free) or +44 (0) 20 7920 9700(for the Euro Notes). Questions regarding
the Tender Offer may be directed to RBC Capital Markets, LLC at (877)
381-2099
(toll-free) or (212)
618-7843
(collect) (for theUSD Notes) and at +44 20 7029 7529 (for the Euro Notes), to
J.P. Morgan Securities LLC at (866)
834-4666
(toll-free) or (212)
834-7489
(collect) (for the USD Notes),J.P. Morgan Securities plc (for the Euro Notes)
at +44 20 7134 4353, or UBS Securities LLC at (833)
690-0971
(toll-free) or (212)
882-5723
(collect).
This press release is for informational purposes only. The Tender Offer and
Consent Solicitation are being made solely by the Notes Statement. This
pressrelease does not constitute an offer to sell or the solicitation of an
offer to buy any securities and shall not constitute an offer, solicitation or
sale in any jurisdiction in which, or to any persons to whom, such offering,
solicitation or salewould be unlawful. Any offers of concurrently offered
securities will be made only by means of a private offering memorandum. The
Tender Offer and Consent Solicitation are not being made to Holders of Notes
in any jurisdiction in which the making oracceptance thereof would not be in
compliance with the securities, blue sky or other laws of such jurisdiction.
In any jurisdiction in which the securities laws or blue sky laws require the
Tender Offer or Consent Solicitation to be made by alicensed broker or dealer,
the Tender Offer and Consent Solicitation will be deemed to be made on behalf
of Spectrum Brands by the Dealer Managers and Solicitation Agents, or one or
more registered brokers or dealers that are licensed under the lawsof such
jurisdiction.
None of Spectrum Brands, the Information and Tender Agent, the Dealer Managers
and Solicitation Agents or any of their respectiveaffiliates makes any
recommendation as to whether Holders should tender or refrain from tendering
their Notes, and no person or entity has been authorized by any of them to
make such a recommendation. Holders must make their own decision as towhether
to tender Notes and, if so, the principal amount of the Notes to tender
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About Spectrum Brands Holdings, Inc. and Spectrum Brands, Inc.
Spectrum Brands Holdings is a home-essentials company with a mission to make
living better at home. We focus on delivering innovative products and
solutionsto consumers for use in and around the home through our trusted
brands. We are a leading supplier of specialty pet supplies, lawn and garden
and home pest control products, personal insect repellents, shaving and
grooming products, personal careproducts, and small household appliances.
Helping to meet the needs of consumers worldwide, Spectrum Brands offers a
broad portfolio of market-leading, well-known and widely trusted brands
includingTetra
(R)
, DreamBone
(R)
, SmartBones
(R)
, Nature's Miracle
(R)
,
8-in-1
(R)
, FURminator
(R)
, Healthy-Hide
(R)
, Good Boy
(R)
,Meowee!
(R)
, OmegaOne
(R)
, Spectracide
(R)
, Cutter
(R)
, Repel
(R)
, Hot Shot
(R)
,Rejuvenate
(R)
, Black Flag
(R)
, Liquid Fence
(R)
, Remington
(R)
, George Foreman
(R)
, Russell Hobbs
(R)
, BLACK + DECKER
(R)
, PowerXL
(R)
, Emeril Lagasse
(R)
, and Copper Chef
(R)
. For more information, please visit www.spectrumbrands.com. Spectrum Brands -
A Home Essentials Company
TM
.
Forward-looking Statements
We have made orimplied certain forward-looking statements in this document and
may make additional oral forward-looking statements from time to time. All
statements, other than statements of historical facts included or incorporated
by reference in this document,including, without limitation, statements or
expectations regarding our business strategy, future operations, financial
condition, estimated revenues, projected costs, inventory management, earnings
power, projected synergies, prospects, plans andobjectives of management,
outcome of any litigation and information concerning expected actions of third
parties are forward-looking statements. When used in this document, the words
future, anticipate, pro forma, seek, intend, plan, envision,estimate, believe,
belief, expect, project, forecast, outlook, earnings framework, goal, target,
could, would, will, can, should, may and similar expressions are intended to
identify forward-looking statements, although not all forward-lookingstatements
contain such identifying words. Since these forward-looking statements are
based upon our current expectations of future events and projections and are
subject to a number of risks and uncertainties, many of which are beyond our
controland some of which may change rapidly, actual results or outcomes may
differ materially from those expressed or implied herein, and you should not
place undue reliance on these statements. Important factors that could cause
our actual results todiffer materially from those expressed or implied herein
include, without limitation: (1) the economic, social and political conditions
or civil unrest, terrorist attacks, acts of war, natural disasters, other
public health concerns or unrestin the United States ("U.S.") or the
international markets impacting our business, customers, employees (including
our ability to retain and attract key personnel), manufacturing facilities,
suppliers, capital markets, financial conditionand results of operations, all
of which tend to aggravate the other risks and uncertainties we face; (2) the
impact of a number of local, regional and global uncertainties could
negatively impact our business; (3) the negative effect ofthe Russia-Ukraine
war and the Israel-Hamas war and their impact on those regions and surrounding
regions, including the Middle East, and on our operations and those operations
of our customers, suppliers and other stakeholders; (4) ourincreased reliance
on third-party partners, suppliers and distributors to achieve our business
objectives; (5) the impact of expenses resulting from the implementation of
new business strategies, divestitures or current and proposedrestructuring and
optimization activities, including changes in inventory and distribution
center changes which are complicated and involve coordination among a number
of stakeholders, including our suppliers and transportation and logisticshandler
s; (6) the impact of our indebtedness and financial leverage position on our
business, financial condition and results of operations; (7) the
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impact of restrictions in our debt instruments on our ability to operate our
business, finance our capital needs or pursue or expand business strategies;
(8) any failure to comply withfinancial covenants and other provisions and
restrictions of our debt instruments; (9) the effects of general economic
conditions, including the impact of, and changes to tariffs and trade
policies, inflation, recession or fears of a recession,depression or fears of
a depression, labor costs and stock market volatility or monetary or fiscal
policies in the countries where we do business; (10) the impact of
fluctuations in transportation and shipment costs, fuel costs, commodityprices,
costs or availability of raw materials or terms and conditions available from
suppliers, including suppliers' willingness to advance credit; (11) interest
rate fluctuations; (12) changes in foreign currency exchange rates thatmay
impact our purchasing power, pricing and margin realization within
international jurisdictions; (13) the loss of, significant reduction in or
dependence upon, sales to any significant retail customer(s), including their
changes in retailinventory levels and management thereof; (14) competitive
promotional activity or spending by competitors, or price reductions by
competitors; (15) the introduction of new product features or technological
developments by competitorsand/or the development of new competitors or
competitive brands; (16) changes in consumer spending preferences and demand
for our products, particularly in light of economic stress; (17) our ability
to develop and successfully introducenew products, protect intellectual
property and avoid infringing the intellectual property of third parties; (18)
our ability to successfully identify, implement, achieve and sustain
productivity improvements, cost efficiencies (including atour manufacturing
and distribution operations) and cost savings; (19) the seasonal nature of
sales of certain of our products; (20) the impact weather conditions may have
on the sales of certain of our products; (21) the effects ofclimate change and
unusual weather activity as well as our ability to respond to future natural
disasters and pandemics and to meet our environmental, social and governance
goals; (22) the cost and effect of unanticipated legal, tax orregulatory
proceedings or new laws or regulations (including environmental, public health
and consumer protection regulations); (23) public perception regarding the
safety of products that we manufacture and sell, including the potential
forenvironmental liabilities, product liability claims, litigation and other
claims related to products manufactured by us and third parties; (24) the
impact of existing, pending or threatened litigation, government regulation or
otherrequirements or operating standards applicable to our business; (25) the
impact of cybersecurity breaches or our actual or perceived failure to protect
company and personal data, including our failure to comply with new and
increasingly complexglobal data privacy regulations; (26) changes in
accounting policies applicable to our business; (27) our discretion to adopt,
conduct, suspend or discontinue any share repurchase program or conduct any
debt repayments, redemptions,repurchases or refinancing transactions
(including our discretion to conduct purchases or repurchases, if any, in a
variety of manners including open-market purchases, privately negotiated
transactions, tender offers, redemptions, or otherwise);(28) our ability to
utilize net operating loss carry-forwards to offset tax liabilities; (29) our
ability to separate the Company's Home and Personal Care ("HPC") business and
create an independent Global Appliances business onexpected terms, and within
the anticipated time period, or at all, and to realize the potential benefits
of such business; (30) our ability to create a pure play consumer products
company composed of our Global Pet Care ("GPC") andHome & Garden ("H&G")
business and to realize the expected benefits of such creation, and within the
anticipated time period, or at all; (31) our ability to successfully
implement, and realize the benefits of,acquisitions or dispositions and the
impact of any such transactions on our financial performance; (32) the impact
of actions taken by significant shareholders; (33) the unanticipated loss of
key members of senior management and the
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transition of new members of our management teams to their new roles; and (34)
the other risk factors set forth in the securities filings of Spectrum Brands
Holdings, Inc. and SB/RHHoldings, LLC, including the 2023 Annual Report and
subsequent Quarterly Reports on Form
10-Q.
Some of the above-mentioned factors are described in further detail in the
sections entitled Risk Factors in ourannual and quarterly reports, as
applicable. You should assume the information appearing in this document is
accurate only as of the date hereof, or as otherwise specified, as our
business, financial condition, results of operations and prospectsmay have
changed since such date. Except as required by applicable law, including the
securities laws of the U.S. and the rules and regulations of the United States
Securities and Exchange Commission , we undertake no obligation to publicly
updateor revise any forward-looking statement, whether as a result of new
information, future events or otherwise, to reflect actual results or changes
in factors or assumptions affecting such forward-looking statements.
# # #
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{graphic omitted}
{graphic omitted}
{graphic omitted}