|SPECTRUM BRANDS HOLDINGS, INC. filed this Form 8-K on 01/02/2019|
Item 2.01Completion of Acquisition or Disposition of Assets.
As previously reported in a Current Report filed on Form 8-K with the Securities and Exchange Commission (the “SEC”) on November 19, 2018, Spectrum Brands Holdings, Inc., a Delaware corporation (the “Company”), entered into an Amended and Restated Acquisition Agreement (the “GBL Amended Agreement”) with Energizer Holdings, Inc., a Missouri corporation (“Energizer”), on November 15, 2018.
On January 2, 2019, pursuant to the terms and conditions of the GBL Amended Agreement, Energizer completed its previously announced acquisition of the Company’s global battery, lighting and portable power business (the “GBL Business”) for an aggregate purchase price of $2.0 billion in cash.
The foregoing description of the GBL Amended Agreement does not purport to be complete and is qualified in its entirety by reference to the GBL Amended Agreement filed on the Current Report on Form 8-K filed by the Company on November 15, 2018, which agreement is incorporated herein by reference in its entirety.
The exhibits filed herewith have been attached to provide investors with information regarding their terms. They are not intended to provide any other factual information about the Company, Energizer or the GBL Business. In particular, the assertions embodied in the representations and warranties in the GBL Amended Agreement were made as of a specified date, are modified or qualified by information in a confidential disclosure letter prepared in connection with the execution and delivery of the GBL Amended Agreement, may be subject to a contractual standard of materiality different from what might be viewed as material to shareholders, or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations and warranties in the GBL Amended Agreement are not necessarily characterizations of the actual state of facts about the Company, Energizer or the GBL Business at the time they were made or otherwise and should only be read in conjunction with the other information that the Company makes publicly available in reports, statements and other documents filed with the SEC.
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On December 28, 2018, the Company entered into success-based transaction agreements with David Maura, its Chairman and Chief Executive Officer, Douglas L. Martin, its Executive Vice President and Chief Financial Officer, Randal D. Lewis, its Senior Vice President and Chief Operating Officer, and Ehsan Zargar, its Executive Vice President, General Counsel and Corporate Secretary. The agreements were approved by the Compensation Committee and Board of Directors of the Company.
The total amount payable under the agreements are up to $5,000,000 for Mr. Maura and up to $500,000 for each of Messrs. Martin, Lewis and Zargar, in each case less applicable taxes. Sixty percent (60%) of such amount is payable upon Batteries Sale Closing and forty percent (40%) is payable upon the Global AutoCare Closing, in each case subject to the executive’s continued employment on such date. No payments will be made if the Batteries Sale Closing and the Global AutoCare Closing do not occur.
If the executive’s employment is terminated by the Company without “cause” or for “good reason” as set forth in the executive’s employment agreement or severance agreement, and the Global Autocare Closing or Batteries Sale Closing occurs within one year following the date of such termination, then the executive will receive the payment at the same time as if he had remained an active employee.
“Batteries Sale Closing” means the consummation of the sale or disposition of the GBL Business (whether by stock sale, merger, asset sale (of all or substantially all of such assets) or otherwise) to a Person (as such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) other than the Company or its affiliates. “Global Auto Care Closing” means the consummation of the sale or disposition of the Company’s global autocare business (whether by stock sale, merger, asset sale (of all or substantially all of such assets) or otherwise) to a Person other than the Company or its affiliates.