SEC Filings

SPECTRUM BRANDS HOLDINGS, INC. filed this Form 8-K on 12/31/2018
Entire Document

Item 7.01
Regulation FD Disclosure.

On December 31, 2018, Spectrum Brands Holdings, Inc. (“Spectrum Brands” or the “Company”) issued a conditional notice (the “Conditional Notice of Redemption”) to redeem all or a portion of its (as successor to HRG Group, Inc.) 7.750% Senior Notes due 2022 (the “Notes”). The Conditional Notice of Redemption was delivered pursuant to the indenture governing the Notes, dated as of January 21, 2014, between the Company and Wells Fargo Bank, National Association, as trustee. The redemption of the Notes is conditioned on, among other things, the consummation of the sale of the Company’s global battery, lighting and portable power business. The amount of the Notes (if any) that will be redeemed by the Company will be announced prior to the date of the redemption of the Notes. For more information regarding the redemption of the Notes and the applicable conditions, see the Conditional Notice of Redemption, a copy of which is attached as Exhibit 99.1 hereto and is incorporated into this report by reference. This report does not constitute a notice of redemption for the Notes.

In addition, on December 31, 2018, Spectrum Brands, Inc., a subsidiary of the Company (“SBI”), issued a conditional notice to its administrative agent of its intention to prepay on January 4, 2019 the term loans in full under the Credit Agreement, together with accrued and unpaid interest thereon (the “Prepayment”). The conditional notice was issued under SBI’s Credit Agreement, dated as of June 23, 2015 (as amended, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), by and among SBI, SB/RH Holdings, LLC and the lender parties thereto. The Prepayment is expressly conditioned upon the occurrence of the consummation of the sale of the Company’s global battery, lighting and portable power business.

This information in this report, including the Exhibit hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date of this report.

Cautionary Note Regarding Forward-Looking Statements:
This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including without limitation, statements regarding the redemption and the Prepayment and the conditions thereto. These forward-looking statements generally are identified by the words “opportunity,” “offers,” “expected,” “intends,” “anticipated” and similar words and expressions. Any statements that are not statements of historical fact should be considered to be forward-looking statements. Any such forward looking statements are made based on information currently known and are subject to various risks and uncertainties. Risks and uncertainties to which these forward-looking statements are subject include, without limitation: (1) the proposed transactions may not be completed on the anticipated terms and timing or at all, (2) conditions imposed on required regulatory approvals that could adversely affect the anticipated benefits from the proposed transactions, (3) a condition to closing of the proposed transaction may not be satisfied, (4) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transactions, (5) risks associated with third party contracts containing consent and/or other provisions that may be triggered by the proposed transactions, (6) negative effects of the announcement or the consummation of the transaction on the market price of Spectrum Brands’ common stock, (7) the risk that disruptions from the proposed transactions will harm Spectrum Brands’ business, including current plans and operations, (7) 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