SEC Filings

8-K/A
SPECTRUM BRANDS HOLDINGS, INC. filed this Form 8-K/A on 01/04/2019
Entire Document
 
20190104 Form 8-K - GAMMA Divestiture 8K Pro Forma - Exhibit 991

SPECTRUM BRANDS HOLDINGS, INC. (formerly HRG Group, Inc.)

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



On January 15, 2018, Spectrum Brands Legacy, Inc. (formerly Spectrum Brands Holdings, Inc., “Spectrum”) a wholly owned subsidiary of Spectrum Brands Holdings, Inc. (formerly HRG Group, Inc., “SBH”, the “Company”) entered into a definitive Acquisition Agreement (“Agreement”) with Energizer Holdings, Inc. (“Energizer”) where Energizer would acquire from Spectrum its Global Battery and Lighting (“GBL”) business for an aggregate purchase price of $2.0 billion in cash, subject to customary purchase price adjustments.  The Agreement provides that Energizer will purchase the equity of certain subsidiaries of Spectrum, and acquire certain assets and assume certain liabilities of other subsidiaries used or held for the purpose of the GBL business.  Effective January 2, 2019, Spectrum closed on the sale of its GBL business to Energizer in accordance with the Agreement.



The unaudited pro forma condensed consolidated financial statements as of and for the year ended September 30, 2018, the date of the latest publicly available financial information for SBH, gives effect to Spectrum’s divestiture of its GBL business pursuant to Article 11 of Regulation S-X or Rule 8-05 of Regulation S-X.  Spectrum had previously recognized the GBL business, along with the net assets and operations of its Home and Personal Care (“HPC”) appliances business, as discontinued operations within the condensed consolidated financial statements and therefore all historical financial statements of Spectrum were previously reported to exclude the results of operations from its GBL and HPC businesses from its continuing operations.  Additionally, the net assets of the GBL and HPC businesses were previously recognized as assets held for sale within its statement of financial position.



The following unaudited pro forma consolidated statement of financial position at September 30, 2018 is presented on a basis to reflect the GBL divestiture as if it had occurred on September 30, 2018.  The following unaudited pro forma condensed consolidated statements of income for the year ended September 30, 2018 are presented on a basis to reflect the GBL divestiture as if it had occurred on October 1, 2017.



The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the notes to unaudited pro forma condensed consolidated financial statements.  The unaudited pro forma condensed consolidated financial statements and the notes to unaudited pro forma condensed consolidated financial statements are based on, and should be read in conjunction with, Spectrum’s historical audited consolidated financial statements and notes thereto included in SBH’s Annual Report on Form 10-K for the fiscal year ended September 30, 2018.



Spectrum’s historical consolidated financial information has been adjusted in the unaudited pro forma condensed financial statements to give effect to pro forma events that are (i) directly attributable to the GBL divestiture, (ii) factually supportable, and (iii) with respect to the unaudited pro forma condensed statement of operations, expected to have a continuing impact on results.  The resulting pro forma condensed consolidated financial statements do not include any adjustments related to cost savings, operating synergies, tax benefits or revenue enhancements (or the necessary costs to achieve such benefits) that are expected to result from the GBL divestiture.



The pro forma adjustments are based upon available information and assumptions that management believes reasonably reflect the GBL divestiture.  The unaudited pro forma condensed financial statements are provided for illustrative purposes only and do not purport to represent what actual results of operations or the consolidated financial position would have been had the GBL divestiture occurred on the date assumed, nor are they necessarily indicative of our future consolidated results of operations or financial position.