Spectrum Brands Announces Senior Notes Offering To Fund HHI Acquisition

Spectrum Brands Holdings, Inc. (NYSE: SPB) announced today that its wholly owned subsidiary Spectrum Brands Escrow Corp. intends to offer U.S. $1,040 million aggregate principal amount of Senior Unsecured Notes (the “New Senior Notes”) comprised of two tranches that are expected to have a stated maturity in 2020 and in 2022. The principal amount due at each stated maturity, as well as other terms of the proposed offering, are subject to market conditions.

The New Senior Notes will be offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. buyers in accordance with Regulation S under the Securities Act. The New Senior Notes will be initially issued by Spectrum Brands Escrow Corp., a special-purpose escrow corporation, pending the closing of the acquisition of the Hardware & Home Improvement Group (HHI) of Stanley Black & Decker (NYSE: SWK), at which time the New Senior Notes will be assumed by Spectrum Brands, Inc. (“Spectrum Brands”) and fully and unconditionally guaranteed by certain of Spectrum Brands’ subsidiaries.

Spectrum Brands intends to use the net proceeds from the offering to fund a portion of the purchase price and related fees and expenses for the previously announced and pending acquisition of HHI for $1.4 billion. Spectrum Brands intends to finance the remaining portion of the HHI acquisition, as well as to refinance its existing Term Loan B with New $800 million Senior Secured Term Loans (the “New Term Loans”). The New Term Loans are also expected to close concurrently with the HHI acquisition.

This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities.

The New Senior Notes have not been 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.

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