Spectrum Brands Holdings, Inc. (NYSE: SPB), a leading global
branded consumer products and home essentials company focused on
driving innovation and providing exceptional customer service,
announced today (i) the pricing and accepted tender amounts for the
previously announced tender offer, as amended and supplemented by
Spectrum Brands’ press release dated June 4, 2024 (the “Tender
Offer”), to purchase for cash by its wholly-owned subsidiary,
Spectrum Brands, Inc. (“Spectrum Brands”), of up to an aggregate
principal amount of its outstanding 4.00% Senior Notes due 2026
(the “2026 Notes” or the “Euro Notes”), 5.00% Senior Notes due 2029
(the “2029 Notes”), 5.50% Senior Notes due 2030 (the “2030 Notes”)
and 3.875% Senior Notes due 2031 (the “2031 Notes” and, together
with the 2026 Notes, the 2029 Notes and the 2030 Notes, the
“Notes,” and each, a “Series”) that may be purchased for a combined
aggregate purchase price of up to $1,160.5 million (including
accrued and unpaid interest, which also will be paid to, but
excluding, the applicable Early Tender Settlement Date or the Final
Settlement Date (each as defined below), as the case may be, but
excluding fees and expenses relating to the Tender Offer) (the
“Maximum Tender Offer Amount”) and (ii) the results for the
previously announced solicitation of consents (the “Consent
Solicitation”) to amend the indenture governing the 2026 Notes,
dated as of September 20, 2016, as supplemented (the “2026 Notes
Indenture”), the indenture governing the 2029 Notes, dated as of
September 24, 2019, as supplemented (the “2029 Notes Indenture”),
and the Indenture governing the 2030 Notes, dated as of June 30,
2020, as supplemented (the “2030 Notes Indenture” and, together
with the 2026 Notes Indenture and the 2029 Notes Indenture, the
“Indentures”). The Tender Offer and Consent Solicitation are being
made on the terms and subject to the conditions set forth in the
Offer to Purchase and Consent Solicitation Statement, dated May 20,
2024, as amended and supplemented by Spectrum Brands’ press
release, dated June 4, 2024 (as so amended and supplemented, the
“Notes Statement”). As previously announced in Spectrum Brands’
press release dated June 4, 2024, Spectrum Brands has amended the
Tender Offer and the Consent Solicitation to increase the
previously announced Maximum Tender Offer Amount from $925.0
million to $1,160.5 million, as described in the Notes
Statement.
As of the previously announced early tender time of 5:00 p.m.,
New York City time, on June 3, 2024 (the “Early Tender Time”),
according to information provided by D.F. King, the information and
tender agent (the “Information and Tender Agent”) for the Tender
Offer and Consent Solicitation, the table below outlines the
principal amount accepted for purchase for a combined aggregate
purchase price of $1,160.5 million (including accrued and unpaid
interest) as of the Early Tender Time for each Series.
Title of Security
Security
Identifiers(1)
Principal Amount of Notes
Outstanding
Acceptance Priority
Level
Aggregate Principal Amount
Tendered
Aggregate Principal Amount
Accepted for Purchase
Reference Treasury
Security
Reference Yield
Fixed Spread (bps)
Total Consideration(2)
Proration Factor
Aggregate Purchase
Price(3)
4.00% Senior Notes due 2026
ISIN No. XS1493295874 /
XS1493296500
Common Code
149329587 / 149329650
€425,000,000
1
€407,340,000
€407,340,000
N/A
N/A
N/A
€1,000.00
100%
$446,915,463 (4)
5.00% Senior Notes due 2029
CUSIP No. 84762L AV7 / U84569
AK5, ISIN No. US84762LAV71 / USU84569AK55
$289,089,000
2
$284,231,000
$284,231,000
N/A
N/A
N/A
$1,000.00
100%
$287,270,693
5.50% Senior Notes due 2030
CUSIP No. 84762L AW5 / U84569
AL3, ISIN No. US84762LAW54 / USU84569AL39
$155,719,000
3
$142,475,000
$142,475,000
N/A
N/A
N/A
$1,000.00
100%
$145,805,353
3.875% Senior Notes due 2031
CUSIP No. 84762L AX3 / U84569 AM1
ISIN No. US84762LAX38 / USU84569AM12
$413,715,000
4
$375,107,000
$285,681,000
4.25% U.S. Treasury(5) due
February 28, 2031
4.360%
+0
$971.88(6)
76%
$280,507,436
______________________
(1)
No representation is made as to the
correctness or accuracy of the security identifiers listed in this
table or printed on the Notes. They are provided solely for the
convenience of Holders of the Notes.
(2)
Per $1,000 or €1,000 principal amount of
Notes (as applicable) validly tendered and accepted for purchase
for each Series, and not validly withdrawn at or prior to the Early
Tender Time. Includes the Early Tender Payment, but excludes
accrued and unpaid interest, which also will be paid to, but
excluding, the applicable Early Tender Settlement Date.
(3)
Includes accrued and unpaid interest to,
but excluding, the applicable Early Tender Settlement Date.
(4)
In calculating the combined aggregate
purchase price of Notes validly tendered under the Tender Offer to
determine whether the Maximum Tender Offer Amount has been reached,
the principal amount of the 2026 Notes validly tendered was
multiplied by the applicable Total Consideration (divided by
1,000), and converted into U.S. Dollars using the applicable
exchange rate of 1.0880 (such calculation being referred to as the
“U.S. Dollar Equivalent”), as of 11:00 a.m., New York City time, on
June 4, 2024 as reported under the Bloomberg screen page “FXIP”
under the heading “FX Rate vs. USD.”
(5)
The Bloomberg Reference Page is FIT6.
(6)
The Total Consideration for the 2031 Notes
has been calculated by reference to the “Fixed Spread” specified in
this table over the yield to maturity (the “Reference Yield”) based
on the bid-side price of the “Reference Treasury Security”
specified in this table, in accordance with standard market
practice at 11:00 a.m., New York City time, on June 4, 2024. The
formula for determining the Total Consideration for the 2031 Notes
is set forth on Schedule A to the Notes Statement.
Because the aggregate principal amount of Notes validly tendered
and not validly withdrawn at or prior to the Early Tender Time has
an aggregate purchase price exceeding the Maximum Tender Offer
Amount, Spectrum Brands expects to accept for purchase all Notes
validly tendered and not validly withdrawn at or prior to the Early
Tender Time with Acceptance Priority Levels 1 through 3, and Notes
validly tendered and not validly withdrawn at or prior to the Early
Tender Time with Acceptance Priority Level 4 using a proration
factor of approximately 76%, calculated in accordance with the
Notes Statement. Holders who validly tender Notes after the Early
Tender Time but on or before the Expiration Time will not have any
of their Notes accepted for purchase. If any tendered Notes are not
accepted for purchase for any reason pursuant to the terms and
conditions of the Tender Offer, such Notes will be returned to the
tendering Holder via a credit to an account maintained at the
applicable Depositary, designated by the Direct Participant who so
delivered such Notes to the Information and Tender Agent, promptly
following the Expiration Time or the earlier termination of the
Tender Offer.
General Information
Spectrum Brands’ obligations to complete the Tender Offer and
Consent Solicitation are subject to and conditioned upon the
satisfaction or waiver by Spectrum Brands of certain conditions,
including the General Conditions, the Supplemental Indenture
Conditions and the Total Consideration Condition (each as described
in the Notes Statement), as applicable to a Series of Notes. There
can be no assurance that either of the Tender Offer or Consent
Solicitation will be consummated. Spectrum Brands may amend, extend
or terminate the Tender Offer and Consent Solicitation, in its sole
discretion. Spectrum Brands has the discretion to further upsize
the Tender Offer and Consent Solicitation. Withdrawal rights for
the Notes expired at 5:00 p.m., New York City time, on June 3,
2024, and have not been extended. The Early Tender Settlement Date
for the 2026 Notes is expected to be June 17, 2024, and the Early
Tender Settlement Date for the 2029 Notes, the 2030 Notes and the
2031 Notes is expected to be June 18, 2024 (as to a Series, the
“Early Tender Settlement Date”).
Spectrum Brands intends to fund the Total Consideration
(inclusive of the Early Tender Payment) and the Tender Offer
Consideration (including, in each case, accrued and unpaid interest
paid), plus all related fees and expenses, using cash on hand,
including proceeds from asset sales, proceeds from the liquidation
of short-term investments, and, if necessary, borrowings under its
revolving facility under its Second Amended and Restated Credit
Agreement, dated October 19, 2023, as amended through the date
hereof. Notes that are tendered and accepted in the Tender Offer
will cease to be outstanding and will be cancelled.
The Tender Offer and Consent Solicitation remain scheduled to
expire at 5:00 p.m., New York City time, on June 18, 2024, unless
extended, earlier terminated or (in the case of the Consent
Solicitation) earlier expired by Spectrum Brands in its sole
discretion (the “Expiration Time”). The “Final Settlement Date” for
the Tender Offer will promptly follow the Expiration Time and is
expected to be June 21, 2024.
The terms and conditions of the Tender Offer are described in
the Notes Statement.
Spectrum Brands and its affiliates reserve the right, in their
sole discretion, to redeem any of the Notes that remain
outstanding after the completion of the Tender Offer in accordance
with the terms of the respective indentures governing the Notes, to
repurchase any such Notes in open market purchases, privately
negotiated transactions or otherwise, upon such terms and at such
prices as they may determine, which in each case may be more or
less than the price to be paid pursuant to the Tender Offer, to
defease the covenants of the Notes, including the covenant on the
“Limitation on Asset Sales,” or to satisfy and discharge Spectrum
Brands’ obligations pursuant to the indentures governing such
Notes. Spectrum Brands expects to redeem any 2026 Notes that remain
outstanding following the applicable Early Tender Settlement Date
on June 20, 2024. This press release does not constitute a notice
of redemption.
In certain circumstances, the “Limitation on Asset Sales”
covenant in the indenture governing the 2031 Notes may require
Spectrum Brands to make offers to purchase the 2031 Notes (“Asset
Sale Offers”) using the “net proceeds” of the previously announced
sale of its Hardware and Home Improvement business to ASSA ABLOY,
completed on June 20, 2023 (as defined in the indenture governing
the 2031 Notes, the “Net Proceeds”), if such amount of Net Proceeds
available for Asset Sale Offers exceeds $50.0 million on June 20,
2024, among other conditions. Following Spectrum Brands’ expected
purchase of Notes accepted for purchase in the Tender Offer on the
Early Tender Settlement Dates, and the expected redemption of any
2026 Notes that remain outstanding following the applicable Early
Tender Settlement Date, Spectrum Brands expects to have Net
Proceeds below $50.0 million available for Asset Sale Offers, as
calculated pursuant to the indenture governing the 2031 Notes, and
therefore does not expect to conduct any Asset Sale Offer for the
2031 Notes that remain outstanding following the Early Tender
Settlement Date.
Spectrum Brands has retained RBC Capital Markets, LLC, J.P.
Morgan Securities LLC (with respect to the 2029 Notes, the 2030
Notes and the 2031 Notes, collectively, the “USD Notes”), J.P.
Morgan Securities plc (with respect to the Euro Notes) and UBS
Securities LLC to serve as the Dealer Managers for the Tender Offer
and Solicitation Agents for the Consent Solicitation. Requests for
documents may be directed to D.F. King, the Information and Tender
Agent at (800) 549-6864 (toll-free) or +44 (0) 20 7920 9700 (for
the Euro Notes). Questions regarding the Tender Offer may be
directed to RBC Capital Markets, LLC at (877) 381-2099 (toll-free)
or (212) 618-7843 (collect) (for the USD Notes) and at +44 20 7029
7529 (for the Euro Notes), to J.P. Morgan Securities LLC at (866)
834-4666 (toll-free) or (212) 834-7489 (collect) (for the USD
Notes), J.P. Morgan Securities plc (for the Euro Notes) at +44 20
7134 4353, or UBS Securities LLC at (833) 690-0971 (toll-free) or
(212) 882-5723 (collect).
This press release is for informational purposes only. The
Tender Offer and Consent Solicitation are being made solely by the
Notes 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 and Consent Solicitation are 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
or Consent Solicitation to be made by a licensed broker or dealer,
the Tender Offer and Consent Solicitation will be deemed to be made
on behalf of Spectrum Brands by the Dealer Managers and
Solicitation Agents, or one or more registered brokers or dealers
that are licensed under the laws of such jurisdiction.
None of Spectrum Brands, the Information and Tender Agent, the
Dealer Managers and Solicitation Agents 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.
Spectrum Brands Holdings is a home-essentials company with a
mission to make living better at home. We focus on delivering
innovative products and solutions to consumers for use in and
around the home through our trusted brands. We are a leading
supplier of specialty pet supplies, lawn and garden and home pest
control products, personal insect repellents, shaving and grooming
products, personal care products, and small household appliances.
Helping to meet the needs of consumers worldwide, Spectrum Brands
offers a broad portfolio of market-leading, well-known and widely
trusted brands including Tetra®, DreamBone®, SmartBones®, Nature’s
Miracle®, 8-in-1®, FURminator®, Healthy-Hide®, Good Boy®, Meowee!®,
OmegaOne®, Spectracide®, Cutter®, Repel®, Hot Shot®, Rejuvenate®,
Black Flag®, Liquid Fence®, Remington®, George Foreman®, Russell
Hobbs®, BLACK + DECKER®, PowerXL®, Emeril Lagasse®, and Copper
Chef®. For more information, please visit www.spectrumbrands.com.
Spectrum Brands – A Home Essentials Company™.
Forward-looking Statements
We have made or implied certain forward-looking statements in
this document and may make additional oral forward-looking
statements from time to time. All statements, other than statements
of historical facts included or incorporated by reference in this
document, including, without limitation, statements or expectations
regarding our business strategy, future operations, financial
condition, estimated revenues, projected costs, inventory
management, earnings power, projected synergies, prospects, plans
and objectives of management, outcome of any litigation and
information concerning expected actions of third parties are
forward-looking statements. When used in this document, the words
future, anticipate, pro forma, seek, intend, plan, envision,
estimate, believe, belief, expect, project, forecast, outlook,
earnings framework, goal, target, could, would, will, can, should,
may and similar expressions are intended to identify
forward-looking statements, although not all forward-looking
statements contain such identifying words. Since these
forward-looking statements are based upon our current expectations
of future events and projections and are subject to a number of
risks and uncertainties, many of which are beyond our control and
some of which may change rapidly, actual results or outcomes may
differ materially from those expressed or implied herein, and you
should not place undue reliance on these statements. Important
factors that could cause our actual results to differ materially
from those expressed or implied herein include, without limitation:
(1) the economic, social and political conditions or civil unrest,
terrorist attacks, acts of war, natural disasters, other public
health concerns or unrest in the United States (“U.S.”) or the
international markets impacting our business, customers, employees
(including our ability to retain and attract key personnel),
manufacturing facilities, suppliers, capital markets, financial
condition and results of operations, all of which tend to aggravate
the other risks and uncertainties we face; (2) the impact of a
number of local, regional and global uncertainties could negatively
impact our business; (3) the negative effect of the Russia-Ukraine
war and the Israel-Hamas war and their impact on those regions and
surrounding regions, including the Middle East, and on our
operations and those operations of our customers, suppliers and
other stakeholders; (4) our increased reliance on third-party
partners, suppliers and distributors to achieve our business
objectives; (5) the impact of expenses resulting from the
implementation of new business strategies, divestitures or current
and proposed restructuring and optimization activities, including
changes in inventory and distribution center changes which are
complicated and involve coordination among a number of
stakeholders, including our suppliers and transportation and
logistics handlers; (6) the impact of our indebtedness and
financial leverage position on our business, financial condition
and results of operations; (7) 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; (8) any
failure to comply with financial covenants and other provisions and
restrictions of our debt instruments; (9) the effects of general
economic conditions, including the impact of, and changes to
tariffs and trade policies, inflation, recession or fears of a
recession, depression or fears of a depression, labor costs and
stock market volatility or monetary or fiscal policies in the
countries where we do business; (10) the impact of fluctuations in
transportation and shipment costs, fuel costs, commodity prices,
costs or availability of raw materials or terms and conditions
available from suppliers, including suppliers’ willingness to
advance credit; (11) interest rate fluctuations; (12) changes in
foreign currency exchange rates that may impact our purchasing
power, pricing and margin realization within international
jurisdictions; (13) the loss of, significant reduction in or
dependence upon, sales to any significant retail customer(s),
including their changes in retail inventory levels and management
thereof; (14) competitive promotional activity or spending by
competitors, or price reductions by competitors; (15) the
introduction of new product features or technological developments
by competitors and/or the development of new competitors or
competitive brands; (16) changes in consumer spending preferences
and demand for our products, particularly in light of economic
stress; (17) our ability to develop and successfully introduce new
products, protect intellectual property and avoid infringing the
intellectual property of third parties; (18) our ability to
successfully identify, implement, achieve and sustain productivity
improvements, cost efficiencies (including at our manufacturing and
distribution operations) and cost savings; (19) the seasonal nature
of sales of certain of our products; (20) the impact weather
conditions may have on the sales of certain of our products; (21)
the effects of climate change and unusual weather activity as well
as our ability to respond to future natural disasters and pandemics
and to meet our environmental, social and governance goals; (22)
the cost and effect of unanticipated legal, tax or regulatory
proceedings or new laws or regulations (including environmental,
public health and consumer protection regulations); (23) 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; (24) the impact of
existing, pending or threatened litigation, government regulation
or other requirements or operating standards applicable to our
business; (25) the impact of cybersecurity breaches or our actual
or perceived failure to protect company and personal data,
including our failure to comply with new and increasingly complex
global data privacy regulations; (26) changes in accounting
policies applicable to our business; (27) our discretion to adopt,
conduct, suspend or discontinue any share repurchase program or
conduct any debt repayments, redemptions, repurchases or
refinancing transactions (including our discretion to conduct
purchases or repurchases, if any, in a variety of manners including
open-market purchases, privately negotiated transactions, tender
offers, redemptions, or otherwise); (28) our ability to utilize net
operating loss carry-forwards to offset tax liabilities; (29) our
ability to separate the Company's Home and Personal Care (“HPC”)
business and create an independent Global Appliances business on
expected terms, and within the anticipated time period, or at all,
and to realize the potential benefits of such business; (30) our
ability to create a pure play consumer products company composed of
our Global Pet Care ("GPC") and Home & Garden (“H&G”)
business and to realize the expected benefits of such creation, and
within the anticipated time period, or at all; (31) our ability to
successfully implement, and realize the benefits of, acquisitions
or dispositions and the impact of any such transactions on our
financial performance; (32) the impact of actions taken by
significant shareholders; (33) the unanticipated loss of key
members of senior management and the transition of new members of
our management teams to their new roles; and (34) the other risk
factors set forth in the securities filings of Spectrum Brands
Holdings, Inc. and SB/RH Holdings, LLC, including the 2023 Annual
Report and subsequent Quarterly Reports on Form 10-Q. Some of the
above-mentioned factors are described in further detail in the
sections entitled Risk Factors in our annual and quarterly reports,
as applicable. You should assume the information appearing in this
document is accurate only as of the date hereof, or as otherwise
specified, as our business, financial condition, results of
operations and prospects may have changed since such date. Except
as required by applicable law, including the securities laws of the
U.S. and the rules and regulations of the United States Securities
and Exchange Commission, we undertake no obligation to publicly
update or revise any forward-looking statement, whether as a result
of new information, future events or otherwise, to reflect actual
results or changes in factors or assumptions affecting such
forward-looking statements.
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Investor/Media Contact: Joanne Chomiak
608-275-4458
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