Spectrum Brands Holdings, Inc. (NYSE: SPB) and Spectrum Brands, Inc.
(“Spectrum Brands”) today announced that Spectrum Brands’ consent
solicitation of the holders of its 9.500% Senior Secured Notes Due 2018
(the “Notes”) (CUSIP No.: 84762LAG0, ISIN No. US84762LAG05) successfully
received the consent of the holders of $893,067,000 aggregate principle
amount of the Notes, representing approximately 94.01% of the
outstanding principal amount of the Notes, as of 5:00 p.m., New York
City time, on August 19, 2013 (the “consent expiration”).
Following the receipt of the consents of the holders of 75% of the
outstanding principal amount of the Notes, Spectrum Brands entered into
a supplemental indenture amending the indenture governing the Notes with
the trustee and the guarantors under the indenture. The supplemental
indenture eliminates substantially all of the restrictive covenants,
certain events of default and the repurchase rights in the event of
certain asset sales or changes of control and related provisions
contained in the indenture governing the Notes (the “Indenture”) with
respect to the Notes, and released the collateral then securing the
Notes. The supplemental indenture is effective upon execution, but none
of the amendments will be operative until the acceptance for purchase by
the Company of a majority of the outstanding Notes, and the amendments
releasing the collateral will not be effective until the acceptance for
purchase by the Company of at least 75% of the outstanding Notes.
Pursuant to the terms of the related Offer to Purchase and Consent
Solicitation, dated as of August 6, 2013, tenders of Notes and delivery
of consents may not be withdrawn after the consent expiration.
Under the terms of the tender offer and consent solicitation, holders of
the Notes who validly tendered their Notes and delivered consents prior
to the consent expiration and whose notes are accepted for purchase,
will receive the "total consideration," which is equal to (i) $1,086.38
per $1,000.00 in principal amount of Notes validly tendered (the "tender
consideration") plus (ii) $30.00 per $1,000.00 in principal amount of
the Notes validly tendered (the "consent payment"). Holders of the Notes
who validly tender their Notes after the consent expiration but on or
before 11:59 p.m., New York City time, September 3, 2013 (the
“expiration date”), and whose notes are accepted for purchase, will
receive only the tender consideration. Provided that the conditions to
the tender offer have been satisfied or waived, the settlement date for
the tender offer will promptly follow the expiration date and is
expected to be September 4, 2013.
Spectrum Brands’ obligation to accept for purchase and to pay for Notes
in the tender offer is conditioned on, among other things, Spectrum
Brands having received replacement financing on terms acceptable to it.
Any Notes not tendered and purchased pursuant to the tender offer will
remain outstanding, and the holders thereof will be subject to the terms
of the supplemental indenture although they did not consent to the
amendments. As soon as reasonably practicable following the expiration
date, Spectrum Brands currently intends, but is not obligated, to call
for redemption all of the Notes that remain outstanding following the
consummation of the tender offer in accordance with the provisions of
the Indenture, and at that time to satisfy and discharge the Indenture
in accordance with its terms.
Spectrum Brands has retained Credit Suisse Securities (USA) LLC and
Deutsche Bank Securities Inc. to serve as the Dealer Managers and
Solicitation Agents for the tender offer and the consent solicitation.
Requests for documents may be directed to Global Bondholder Services
Corporation, the Information Agent, at (866) 857-2200 or (212) 430-3774.
Questions regarding the tender offer and consent solicitation may be
directed to Credit Suisse Securities (USA) LLC at (800) 820-1653 or
(212) 538-0083 or Deutsche Bank Securities Inc. at (855) 287-1922 or
(212) 250-7527.
This press release is not an offer to purchase, a solicitation of an
offer to purchase or a solicitation of consents with respect to any
securities. The tender offer and consent solicitation is being made
solely by the Offer to Purchase and Consent Solicitation Statement dated
August 6, 2013.
About Spectrum Brands Holdings, Inc.
Spectrum Brands Holdings, Inc., a member of the Russell 2000 Index,
is a global and diversified consumer products company and a leading
supplier of consumer batteries, residential locksets, residential
builders’ hardware, faucets, shaving and grooming products, personal
care products, small household appliances, specialty pet supplies, lawn
and garden and home pest control products, and personal insect
repellents. Helping to meet the needs of consumers worldwide, our
Company offers a broad portfolio of market-leading, well-known and
widely trusted brands including Rayovac®, Kwikset®, Weiser®, Baldwin®,
National Hardware®, Pfister™, Remington®, VARTA®, George Foreman®, Black
& Decker®, Toastmaster®, Farberware®, Tetra®, Marineland®, Nature’s
Miracle®, Dingo®, 8-in-1®, FURminator®, Littermaid®, Spectracide®,
Cutter®, Repel®, Hot Shot® and Black Flag®. Spectrum Brands' products
are sold by the world's top 25 retailers and are available in more than
one million stores in approximately 140 countries. Spectrum Brands
Holdings generated net sales of approximately $3.25 billion in fiscal
2012. On a pro forma basis following the Company’s December 2012
acquisition of the Hardware & Home Improvement Group (HHI) from Stanley
Black & Decker, Spectrum Brands had net sales of more than $4 billion
for fiscal 2012. For more information, visit www.spectrumbrands.com.
Forward-Looking Statements
Certain matters discussed in this news release and other oral and
written statements by representatives of the Company regarding matters
such as the tender offer and consent solicitation described above and
related transactions, expected sales, adjusted EBITDA, debt reduction
and leverage, and other measures of financial performance, may be
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements are subject to a number
of risks and uncertainties that could cause results to differ materially
from those anticipated as of the date of this release. Actual results
may differ materially as a result of (1) Spectrum Brands Holdings’
ability to manage and otherwise comply with its covenants with respect
to its significant outstanding indebtedness, (2) our ability to finance,
complete the acquisition of, integrate, and to realize synergies from,
the combined businesses of Spectrum Brands and the Hardware & Home
Improvement Group of Stanley Black & Decker, and from our purchase of 56
percent of the equity of Shaser, Inc., and from other bolt-on
acquisitions, (3) risks related to changes and developments in external
competitive market factors, such as introduction of new product features
or technological developments, development of new competitors or
competitive brands or competitive promotional activity or spending, (4)
changes in consumer demand for the various types of products we offer,
(5) unfavorable developments in the global credit markets, (6) the
impact of overall economic conditions on consumer spending, (7)
fluctuations in commodities prices, the costs or availability of raw
materials or terms and conditions available from suppliers, (8) changes
in the general economic conditions in countries and regions where we do
business, such as stock market prices, interest rates, currency exchange
rates, inflation and consumer spending, (9) our ability to successfully
implement manufacturing, distribution and other cost efficiencies and to
continue to benefit from our cost-cutting initiatives, (10) our ability
to identify, develop and retain key employees, (11) unfavorable weather
conditions and various other risks and uncertainties, including those
discussed herein and those set forth in the securities filings of each
of Spectrum Brands Holdings, Inc. and Spectrum Brands, Inc., including
each of their most recently filed Annual Reports on Form 10-K or
Quarterly Reports on Form 10-Q.
We also caution the reader that undue reliance should not be placed
on any forward-looking statements, which speak only as of the date of
this release. We undertake no duty or responsibility to update any of
these forward-looking statements to reflect events or circumstances
after the date of this report or to reflect actual outcomes.
Copyright Business Wire 2013