Spectrum Brands Holdings, Inc. (NYSE: SPB) announced today that
its wholly owned subsidiary Spectrum Brands, Inc. (“Spectrum
Brands”) will sell $300.0 million aggregate principal amount of
5.00% Senior Notes due 2029 (the “Notes”) at a price of 100% of the
par value (the “Offering”).
The Notes are being offered only to persons reasonably believed
to be qualified institutional buyers pursuant to Rule 144A under
the Securities Act of 1933, as amended (the “Securities Act”), and
to non-U.S. persons outside the United States in accordance with
Regulation S under the Securities Act. The Notes will be fully and
unconditionally guaranteed by Spectrum Brands’ direct parent
company, SB/RH Holdings, LLC, as well as by existing and future
domestic subsidiaries.
Spectrum Brands intends to use the net proceeds from the sale of
the Notes for working capital and other general corporate
purposes.
The Notes offering is expected to close on September 24, 2019,
subject to customary closing conditions.
This press release is for informational purposes only and is
neither an offer to sell nor solicitation of an offer to buy the
Notes or any other securities and shall not constitute an offer,
solicitation or sale in any jurisdiction in which, or to any person
to whom, such an offer, solicitation or sale is unlawful. Any
offers of the Notes will be made only by means of an offering
memorandum.
The Notes have not been and will not be registered under the
Securities Act or any state securities laws and, unless so
registered, may not be offered or sold in the United States except
pursuant to an applicable exemption from the registration
requirements of the Securities Act and applicable state securities
laws.
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 , the expected use of proceeds
therefrom and the concurrent tender offer and consent solicitation
for Spectrum Brands’ outstanding 6.625% Senior Notes due 2022 and
the achievement of the expected benefits of any such transactions
(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/20190910006111/en/
Dave Prichard/Kevin Kim
608-278-6141/608-278-6148
Spectrum Brands (NYSE:SPB)
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