Spectrum Brands Holdings, Inc. (NYSE: SPB) (“Spectrum Brands”) announced today that the $520 million aggregate principal amount of 6.375% Senior Notes due 2020 (the “2020 Notes”) and U.S. $570 million aggregate principal amount of 6.625% Senior Notes due 2022 (the “2022 Notes”) (collectively, the “New Senior Notes”) previously issued by Spectrum Brands Escrow Corp. were assumed by Spectrum Brands’ wholly owned subsidiary Spectrum Brands, Inc. and fully and unconditionally guaranteed by certain of Spectrum Brands’ subsidiaries. The proceeds from the issuance of the New Senior Notes were initially deposited into an escrow account and the proceeds were released upon the consummation of the acquisition of the Hardware & Home Improvement Group (“HHI”) of Stanley Black & Decker, Inc. (NYSE: SWK) and the entry into a new senior secured term loan facility, which occurred concurrently with the assumption of the New Senior Notes.
The net proceeds released from escrow were used to fund a portion of the purchase price and related fees and expenses in connection with the consummation of the acquisition of HHI for $1.4 billion and to fund the previously announced $50 million acquisition of a controlling stake in Shaser Bioscience, Inc. Spectrum Brands financed the remaining portion of the HHI acquisition, as well as refinanced its existing Term Loan B with new $800 million Senior Secured Term Loans (the “New Term Loans”).
The New Senior Notes were offered and sold 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.
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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