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 early tender results for the previously
announced tender offer (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 $925.0
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) 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 this press release (as so
amended and supplemented, 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principal amount validly tendered and not validly withdrawn and
related consents, if applicable, thereby validly delivered and not
validly revoked as of the Early Tender Time for each Series as
confirmed by the Information and Tender Agent.
Title of Security
Security
Identifiers(1)
Principal Amount of Notes
Outstanding
Acceptance Priority
Level
Aggregate Principal Amount
Tendered
Percent of Amount Outstanding
Tendered
4.00% Senior Notes due 2026
ISIN No. XS1493295874 /
XS1493296500
Common Code
149329587/
149329650
€425,000,000
1
€407,340,000
95.84%
5.00% Senior Notes due 2029
CUSIP No. 84762L AV7 / U84569
AK5, ISIN No. US84762LAV71 / USU84569AK55
$289,089,000
2
$284,231,000
98.32%
5.50% Senior Notes due 2030
CUSIP No. 84762L AW5 / U84569
AL3, ISIN No. US84762LAW54 / USU84569AL39
$155,719,000
3
$142,475,000
91.49%
3.875% Senior Notes due 2031
CUSIP No. 84762L AX3 / U84569 AM1
ISIN No. US84762LAX38 / USU84569AM12
$413,715,000
4
$375,107,000
90.67%
____________________ (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.
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 amended,
the “Maximum Tender Offer Amount”), as described in the Notes
Statement. Except as described in this press release, all other
terms of the Tender Offer and the Consent Solicitation, as
previously announced, remain unchanged. 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, 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.
In conjunction with receiving the requisite consents, a
supplemental indenture with respect to each of the 2026 Notes
Indenture (the “2026 Notes Supplemental Indenture”), the 2029 Notes
Indenture (the “2029 Notes Supplemental Indenture”) and the 2030
Notes Indenture (the “2030 Notes Supplemental Indenture” and,
together with the 2026 Notes Supplemental Indenture and the 2030
Notes Supplemental Indenture, the “Supplemental Indentures”) to
effect the respective Proposed Amendments (which shorten the notice
periods for the redemption of such Series and eliminate
substantially all of the restrictive covenants and certain events
of default from the applicable Indentures) as described in the
Notes Statement has been executed. Subject to the satisfaction or
waiver 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, it is expected that each Supplemental
Indenture will become operative on the applicable Early Tender
Settlement Date corresponding to such Series. Upon becoming
operative, the Proposed Amendments will apply to all Holders of the
2026 Notes, 2029 Notes and 2030 Notes, respectively, remaining
outstanding after the applicable Early Tender Settlement Date.
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.
Spectrum Brands intends to accept for purchase all Notes that
were validly tendered and not validly withdrawn at or prior to the
Early Tender Time up to the Maximum Tender Offer Amount and subject
to any proration applicable thereto in accordance with, and in the
order of, the applicable Acceptance Priority Levels, in accordance
with the Notes Statement. 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.
As previously announced, the applicable “Reference Yield” and
the resulting “Total Consideration” (each as described in the Notes
Statement) for the 2031 Notes, as well as whether the Maximum
Tender Offer Amount has been reached, will be determined at 11:00
a.m., New York City time, today, June 4, 2024. See the Notes
Statement for more information.
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 19, 2024. This press release does not constitute a notice
of redemption.
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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version on businesswire.com: https://www.businesswire.com/news/home/20240603028855/en/
Investor/Media Contact: Joanne Chomiak
608-275-4458
Spectrum Brands (NYSE:SPB)
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