Spectrum Brands Holdings, Inc. (NYSE: SPB), a global and
diversified consumer products company with market-leading brands,
announced today that its wholly owned subsidiary Spectrum Brands,
Inc. (“Spectrum Brands”) commenced a cash tender offer (the “Tender
Offer”) with respect to any and all of its $285 million aggregate
outstanding principal amount of 6.625% Senior Notes due 2022 (the
“Notes”).
Concurrently with the Tender Offer, Spectrum Brands is
soliciting from each holder of Notes consents (the “Consents”) to
certain proposed amendments to the indenture, dated as of November
16, 2012, pursuant to which the Notes were issued (the
“Indenture”). The proposed amendments, if consummated, would
eliminate substantially all of the restrictive covenants and
certain events of default in the Indenture.
Upon the terms and subject to the conditions set forth in the
related Offer to Purchase and Consent Solicitation Statement (as it
may be amended or supplemented from time to time, the “Statement”),
Spectrum Brands will pay to each holder who validly delivers (and
does not validly revoke) Consents prior to 5:00 p.m., New York City
time, on September 23, 2019 (the “Consent Solicitation Expiration
Time”), an amount in cash equal to the “Consent Payment” specified
in the table below. Holders who validly tender (and do not validly
withdraw) their Notes prior to the Consent Solicitation Expiration
Time will also be entitled to receive an amount equal to the Tender
Offer Consideration specified in the table below (together with the
Consent Payment, the “Total Consideration”) on the Early Tender
Settlement Date. The “Early Tender Settlement Date” for the Tender
Offer will promptly follow the Consent Solicitation Expiration Time
and is expected to be September 24, 2019. Holders who validly
tender (and do not validly withdraw) their Notes after the Consent
Solicitation Expiration Time but prior to the Tender Offer
Expiration Time will be entitled to receive the Tender Offer
Consideration on the Settlement Date, but will not be entitled to
receive the Consent Payment.
The Tender Offer is scheduled to expire at 11:59 p.m., New York
City time, on October 7, 2019, unless extended or earlier
terminated by Spectrum Brands in its sole discretion (the “Tender
Offer Expiration Time”). The “Settlement Date” for the Tender Offer
will promptly follow the Tender Offer Expiration Time and is
expected to be October 8, 2019. Following payment for the Notes
accepted pursuant to the terms of the Tender Offer, Spectrum Brands
currently intends, but is not obligated, to call for redemption, on
or after November 15, 2019, all of the Notes that remain
outstanding. If such redemption occurs, the Notes will be redeemed
at 101.1042% in accordance with the terms of the Indenture, which
is less than the Total Consideration. The Tender Offer does not
constitute a notice of redemption or an obligation to issue a
notice of redemption. Other information relating to the Tender
Offer is listed in the table below.
Notes Subject to Tender Offer
and Consent Solicitation
CUSIP/ISIN Numbers
Principal Amount of Notes
Outstanding
Tender Offer
Consideration(1)
Consent Payment(1)
Total
Consideration(1)(2)
6.625% Senior Notes due 2022
CUSIP: 84762LAQ8 ISIN:
US84762LAQ86
$285,000,000.00
$987.25
$30.00
$1,017.25
(1)
Per $1,000 principal amount of Notes and
excluding accrued and unpaid interest. Holders will receive in cash
an amount equal to accrued and unpaid interest on accepted notes on
the applicable settlement date.
(2)
Includes Consent Payment
The Tender Offer is contingent upon, among other things,
Spectrum Brands’ successful completion of an offering of
$300,000,000 in aggregate principal amount of its Senior Notes due
2029 and the receipt of the requisite number of Consents to effect
the proposed amendments to the Indenture. The Tender Offer is not
conditioned on any minimum amount of Notes being tendered. Spectrum
Brands may amend, extend or terminate the Tender Offer or Consent
Solicitation, in its sole discretion. Tendered Notes may be
withdrawn any time prior to 5:00 p.m., New York City time, on
September 23, 2019, or such earlier time as Spectrum Brands may
choose following receipt of validly tendered Consents from holders
of at least a majority of the aggregate outstanding principal
amount of the Notes.
Spectrum Brands intends to fund the Tender Offer Consideration
and the Consent Payment, plus all related fees and expenses, from
the proceeds of the recent divestiture of its Global Auto Care
business, which it sold to Energizer Holdings, Inc. on January 28,
2019, plus cash on hand.
The terms and conditions of the Tender Offer and Consent
Solicitation are described in the Statement.
Spectrum Brands has retained Credit Suisse Securities (USA) LLC
and RBC Capital Markets, LLC to serve as the Dealer Managers for
the Tender Offer. Requests for documents may be directed to Global
Bondholder Services Corporation, the Information Agent and Tender
Agent at (866) 470-3700 (toll-free) or (212) 430-3774 (collect).
Questions regarding the Tender Offer may be directed to Credit
Suisse Securities (USA) LLC at (800) 820-1653 (toll-free) or (212)
325-2476 (collect) or RBC Capital Markets, LLC at (877) 381-2099
(toll-free) or (212) 618-7843 (collect).
This press release is for informational purposes only. The
Tender Offer and Consent Solicitation are being made solely by the
Statement. This press release does not constitute an offer to sell
or the solicitation of an offer to buy any securities and shall not
constitute an offer, solicitation or sale in any jurisdiction in
which, or to any persons to whom, such offering, solicitation or
sale would be unlawful. Any offers of concurrently offered
securities will be made only by means of a private offering
memorandum. The Tender Offer is not being made to holders of Notes
in any jurisdiction in which the making or acceptance thereof would
not be in compliance with the securities, blue sky or other laws of
such jurisdiction. In any jurisdiction in which the securities laws
or blue sky laws require the Tender Offer to be made by a licensed
broker or dealer, the Tender Offer will be deemed to be made on
behalf of Spectrum Brands by the Dealer Managers, or one or more
registered brokers or dealers that are licensed under the laws of
such jurisdiction.
None of Spectrum Brands, the Information Agent, the Tender
Agent, the Dealer Managers or any of their respective affiliates
makes any recommendation as to whether holders should tender or
refrain from tendering their Notes, and no person or entity has
been authorized by any of them to make such a recommendation.
Holders must make their own decision as to whether to tender Notes
and, if so, the principal amount of the Notes to tender.
About Spectrum Brands Holdings, Inc. and Spectrum Brands,
Inc.
Spectrum Brands Holdings, a member of the Russell 1000 Index, is
a global and diversified consumer products company and a leading
supplier of residential locksets, residential builders’ hardware,
plumbing, 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 Kwikset®, Weiser®, Baldwin®, National
Hardware®, Pfister®, Remington®, Black + Decker®, George Foreman®,
Russell Hobbs®, Tetra®, Marineland®, GloFish®, Nature’s Miracle®,
Dingo®, 8-in-1®, FURminator®, IAMS® and Eukanuba® (Europe only),
Healthy-Hide®, Digest-eeze™, DreamBone®, SmartBones®, Littermaid®,
Spectracide®, Cutter®, Repel®, Hot Shot®, Black Flag® and Liquid
Fence®.
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 offering and the achievement of the expected
benefits of such transaction (including 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 identified by words such as “future,”
“anticipate”, “intend,” “plan,” “estimate,” “believe,” “expect,”
“project,” “forecast,” “could,” “would,” “should,” “will,” “may,”
and similar expressions of future intent or the negative of such
terms. 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
indebtedness on our business, financial condition and results of
operations; (2) the impact of restrictions in our debt instruments
on our ability to operate our business, finance our capital needs
or pursue or expand business strategies; (3) any failure to comply
with financial covenants and other provisions and restrictions of
our debt instruments; (4) the impact of actions taken by
significant stockholders; (5) the impact of fluctuations in
commodity prices, costs or availability of raw materials or terms
and conditions available from suppliers, including suppliers’
willingness to advance credit; (6) interest rate and exchange rate
fluctuations; (7) the loss of significant reduction in, or
dependence upon, sales to any significant retail customer(s); (8)
competitive promotional activity or spending by competitors, or
price reductions by competitors; (9) the introduction of new
product features or technological developments by competitors
and/or the development of new competitors or competitive brands;
(10) the effects of general economic conditions, including
inflation, recession or fears of a recession, depression or fears
of a depression, labor costs and stock market volatility or changes
in trade, tariff, monetary or fiscal policies in the countries
where we do business; (11) changes in consumer spending preferences
and demand for our products; (12) our ability to develop and
successfully introduce new products, protect our intellectual
property and avoid infringing the intellectual property of third
parties; (13) our ability to successfully implement, achieve and
sustain cost efficiencies and productivity improvements, and fully
realize anticipated cost savings; (14) the seasonal nature of sales
of certain of our products; (15) the effects of climate change and
unusual weather activity; (16) the cost and effect of unanticipated
legal, tax or regulatory proceedings or new laws or regulations
(including environmental, public health and consumer protection
regulations); (17) public perception regarding the safety of
products that we manufacture and sell, including the potential for
environmental liabilities, product liability claims, litigation and
other claims related to products manufactured by us and third
parties; (18) the impact of pending or threatened litigation; (19)
the impact of cybersecurity breaches or our actual or perceived
failure to protect company and personal data; (20) changes in
accounting policies applicable to our business; (21) our ability to
utilize net operating loss carry-forwards to offset tax liabilities
from future taxable income; (22) government regulations; (23) the
impact of expenses resulting from the implementation of new
business strategies, divestitures or current and proposed
restructuring activities; (24) our inability to successfully
integrate and operate new acquisitions at the level of financial
performance anticipated; (25) the unanticipated loss of key members
of senior management; (26) the effects of political or economic
conditions, terrorist attacks, acts of war or other unrest in
international markets; (27) the transition to a new chief executive
officer and such officer’s ability to determine and implement
changes at the Company to improve the Company’s business and
financial performance; and (28) the other risk factors set forth in
the securities filings of the Company, including the most recently
filed Annual Report on Form 10-K and Quarterly Reports on Form 10-Q
followed thereafter and Exhibit 99.3 to the Form 8-K filed on
September 10, 2019.
Spectrum Brands also cautions the reader that its estimates of
trends, market share, retail consumption of its products and
reasons for changes in such consumption are based solely on limited
data available to Spectrum Brands and management’s reasonable
assumptions about market conditions, and consequently may be
inaccurate, or may not reflect significant segments of the retail
market. Spectrum Brands also cautions the reader that undue
reliance should not be placed on any forward-looking statements,
which speak only as of the date of this release. Spectrum Brands
undertakes 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190910005608/en/
Dave Prichard/Kevin Kim
608-278-6141/608-278-6148
Spectrum Brands (NYSE:SPB)
Historical Stock Chart
From Aug 2024 to Sep 2024
Spectrum Brands (NYSE:SPB)
Historical Stock Chart
From Sep 2023 to Sep 2024