MADISON, Wis.--(BUSINESS WIRE)--Mar. 15, 2012--
Spectrum Brands, Inc. ("Spectrum Brands"), a subsidiary of Spectrum
Brands Holdings, Inc. (NYSE: SPB), announced today that it will sell
$300 million aggregate principal amount of 6.750% Senior Notes due 2020
(the “Notes”) at a price of 100.00% of the par value. The Notes will be
guaranteed by Spectrum Brands' direct parent company, SB/RH Holdings,
LLC, as well as by existing and future domestic restricted subsidiaries.
Spectrum Brands intends to use the net proceeds from the Notes offering
to pay the consideration for the previously announced cash tender offer
(the “Tender Offer”) and consent solicitation (the “Consent
Solicitation”) with respect to any and all of Spectrum Brands’
outstanding 12% Senior Subordinated Toggle Notes due 2019 (the “12%
Notes”) plus fees and expenses, and, if not all 12% Notes are tendered
pursuant to the Tender Offer and Consent Solicitation, to fund the
redemption of all 12% Notes remaining outstanding after the completion
of the Tender Offer and Consent Solicitation. Spectrum Brands will use
remaining proceeds of approximately $25 million from the Notes offering
for general corporate purposes.
The Notes will be offered and sold to qualified institutional buyers in
the United States pursuant to Rule 144A under the Securities Act of
1933, as amended (the "Securities Act") and outside the United States in
reliance on Regulation S under the Securities Act.
The Notes have not been registered under the Securities Act, and, unless
so registered, may not be offered or sold in the United States absent
registration or an applicable exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
other applicable securities laws. This press release is for
informational purposes only and does not constitute an offer to sell or
a solicitation of an offer to buy the Notes, nor shall there be any
offer, solicitation or sale of any Notes 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.
This notice is being issued pursuant to and in accordance with Rule 135c
under the Securities Act.
Spectrum Brands also today announced that Spectrum Brands had received,
as of 5:00 p.m., New York City time, on March 14, 2012 (the “Consent
Expiration Date”), tenders and consents from the holders of $231,421,391
in aggregate principal amount, or approximately 94.45%, of its 12%
Notes, $245,030,648 aggregate principal amount of which are currently
outstanding, in connection with the Tender Offer.
The tender offer for the Notes is scheduled to expire at midnight, New
York City time, on March 28, 2012, unless extended by Spectrum Brands or
earlier terminated (the “Tender Expiration Date”). Notes tendered after
the Consent Expiration Date but prior to the Tender Expiration Date will
not receive a consent payment. Holders of the Notes who tendered their
Notes prior to the Consent Expiration Date are entitled to receive a
consent payment of $30 per $1,000 principal amount of the Notes validly
tendered and accepted for purchase, in addition to the tender offer
consideration of $1,070 per $1,000 principal amount of Notes plus
accrued and unpaid interest on those Notes. The terms of the Tender
Offer and Consent Solicitation are detailed in Spectrum Brands' Offer to
Purchase and Solicitation of Consents, dated March 1, 2012.
About Spectrum Brands Holdings, Inc.
Spectrum Brands Holdings, Inc., a member of the Russell 2000 Index,
is a diversified global consumer products company and a leading supplier
of batteries, shaving and grooming products, personal care products,
small household appliances, specialty pet supplies, lawn & garden and
home pest control products, personal insect repellents and portable
lighting. Helping to meet the needs of consumers worldwide, the Company
offers a broad portfolio of market-leading and widely trusted brands
including Rayovac®, Remington®, Varta®, George Foreman®, Black &
Decker®, Toastmaster®, Tetra®, Marineland®, Nature's Miracle®, Dingo®,
8-in-1®, FURminator®, Littermaid®, Spectracide®, Cutter®, Repel®, Hot
Shot® and Black Flag®. Spectrum Brands Holdings' products are sold by
the world's top 25 retailers and are available in more than one million
stores in approximately 130 countries. With 6,000 employees in 43
countries, Spectrum Brands Holdings reported fiscal 2011 net sales of
approximately $3.2 billion.
Certain matters discussed in this news release and other oral and
written statements by representatives of the Company regarding matters
such as the information regarding the terms of its notes offering and
tender offer and consent solicitation and other information described
above, 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) the impact of
our substantial outstanding indebtedness (including the restrictions
contained therein) on our business, financial condition and results of
operations, and our ability to manage and otherwise comply with our
covenants with respect to such indebtedness, (2) the inability to
integrate, and to realize synergies from, the combined businesses of
Spectrum Brands and Russell Hobbs, (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, (12) the cost and effect
of threatened or pending litigation or governmental proceedings, changes
in governmental regulations, or changes in accounting policies
applicable to our business, (13) adverse changes in capital market
conditions, and (14) various other risks and uncertainties, including
those discussed herein and those set forth in Spectrum Brands Holdings'
and Spectrum Brands' securities filings, including the most recently
filed Annual Report on Form 10-K for Spectrum Brands, Inc. or Quarterly
Reports on Form 10-Q for Spectrum Brands, Inc. We also caution
the reader that our estimates of trends, market share, retail
consumption of our products and reasons for changes in such consumption
are based solely on limited data available to us and management's
reasonable assumptions about market conditions, and consequently may be
inaccurate, or may not reflect significant segments of the retail market.
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.
Source: Spectrum Brands, Inc.
Spectrum Brands, Inc.
Dave Prichard, 608.278.6141