Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM

8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 28, 2024

SPECTRUM BRANDS HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware	001-4219	74-1339132
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

SB/RH HOLDINGS, LLC

(Exact Name of Registrant as Specified in its Charter)


Delaware	333-192634-03	27-2812840
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

	3001 Deming Way Middleton, Wisconsin 53562
	(Address of principal executive offices)

	(608) 275-3340
	(Registrant’s telephone number, including area code)

	Not applicable
	(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form

8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§232.405 of this chapter) or Rule

12b-2

of the Securities Exchange Act of 1934

(§240.12b-2

of this chapter).


Spectrum Brands Holdings, Inc.		☐
SB/RH Holdings, LLC		☐

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


Spectrum Brands Holdings, Inc.		☐
SB/RH Holdings, LLC		☐

Securities registered pursuant to Section 12(b) of the Exchange Act:


Registrant	Title of Each Class	Trading Symbol	Name of Exchange On Which Registered
Spectrum Brands Holdings, Inc.	Common Stock, $0.01 par value	SPB	New York Stock Exchange

Item 8.01

Other Events.

As previously disclosed, on June 20, 2023, Spectrum Brands, Inc. (“SBI”), an indirect wholly-owned subsidiary of Spectrum Brands Holdings, Inc. (the “Company”), completed the sale of its Hardware and Home Improvement business to ASSA ABLOY (the “HHI Sale”) for $4.36 billion after customary adjustments. On May 20, 2024, SBI launched a tender offer and consent solicitation for its 4.00% Senior Notes due 2026, its 5.00% Senior Notes due 2029 and its 5.50% Senior Notes due 2030, and tender offer for its 3.875% Senior Notes due 2031 (

collectively

, the “Notes”).

In certain circumstances, the “Limitation on Asset Sales” covenant in the respective indentures governing the Notes may require SBI to make offers to purchase Notes (“Asset Sale Offers”) using the “net proceeds” of the HHI Sale (as that term is defined in the indentures governing the Notes, “Net Proceeds”).

In this report, the Company is providing the estimated amount of Net Proceeds that remain available for Asset Sale Offers. The Company estimates the available Net Proceeds as follows:


	(in billions, rounded)
Cash proceeds from HHI Sale	$	4.4
Less:
Direct costs relating to the sale		(0.1	)
Taxes payable, after taking into account tax sharing arrangements		(0.8	)
Less:
Repayment of debt		(1.8	)
Capital expenditures and purchases of assets		(0.5	)

Remaining Net Proceeds	$	1.2

Readers of this report should note that:

•

amounts presented in this report do not reflect the use of any Net Proceeds to complete the tender offers described above because as of the date of this report, SBI has not completed the purchase of any Notes pursuant to the tender offers;

•

amounts presented in this report are approximations and subject to change;

•

amounts presented do not include any further investments or capital expenditures in the existing business or any asset acquisitions that could occur before an Asset Sale Offer is required to be made;

•

whether or not SBI would be required to make an Asset Sale Offer depends on a number of factors, including the outcome of the tender offers and any other actions that SBI may take before an Asset Sale Offer is required to be made; and

•

if applicable to a series of Notes, any Asset Sale Offer is only required to be made if the amount of available Net Proceeds on June 20, 2024 exceeds $50.0 million.

The Company, SBI and their affiliates reserve the right, in their sole discretion and subject to applicable law, to upsize or otherwise change the terms of the tender offers, to redeem any of the Notes that remain outstanding after the completion of the tender offers 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 offers, to defease the covenants of the Notes, including the covenant on the “Limitation on Asset Sales,” or to satisfy and discharge SBI’s obligations pursuant to the indentures governing such Notes.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May

28, 2024


				SPECTRUM BRANDS HOLDINGS, INC.

				By:		/s/ Jeremy W. Smeltser
				Name:		Jeremy W. Smeltser
				Title:		Executive Vice President and Chief Financial Officer

				SB/RH HOLDINGS, LLC

				By:		/s/ Jeremy W. Smeltser
				Name:		Jeremy W. Smeltser
				Title:		Executive Vice President and Chief Financial Officer

Cover	May 28, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	May 28, 2024
Entity Registrant Name	SPECTRUM BRANDS HOLDINGS, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-4219
Entity Tax Identification Number	74-1339132
Entity Address, Address Line One	3001 Deming Way
Entity Address, City or Town	Middleton
Entity Address, State or Province	WI
Entity Address, Postal Zip Code	53562
City Area Code	608
Local Phone Number	275-3340
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	SPB
Security Exchange Name	NYSE
Amendment Flag	false
Entity Central Index Key	0000109177
Sb Rh Holdings Llc
Document Information [Line Items]
Entity Registrant Name	SB/RH HOLDINGS, LLC
Entity Incorporation, State or Country Code	DE
Entity File Number	333-192634-03
Entity Tax Identification Number	27-2812840
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001592706