Spectrum Brands Announces Receipt Of Requisite Consents With Respect To Its Tender Offer And Consent Solicitation And Entry Into Supplemental Indenture Relating To Its 9.500% Senior Secured Notes Due 2018
Spectrum Brands Holdings, Inc. (NYSE: SPB) and Spectrum Brands, Inc. (“Spectrum Brands”) today announced that Spectrum Brands’ consent solicitation of the holders of its 9.500% Senior Secured Notes Due 2018 (the “Notes”) (CUSIP No.: 84762LAG0, ISIN No. US84762LAG05) successfully received the consent of the holders of $893,067,000 aggregate principle amount of the Notes, representing approximately 94.01% of the outstanding principal amount of the Notes, as of 5:00 p.m., New York City time, on August 19, 2013 (the “consent expiration”).
Following the receipt of the consents of the holders of 75% of the outstanding principal amount of the Notes, Spectrum Brands entered into a supplemental indenture amending the indenture governing the Notes with the trustee and the guarantors under the indenture. The supplemental indenture eliminates substantially all of the restrictive covenants, certain events of default and the repurchase rights in the event of certain asset sales or changes of control and related provisions contained in the indenture governing the Notes (the “Indenture”) with respect to the Notes, and released the collateral then securing the Notes. The supplemental indenture is effective upon execution, but none of the amendments will be operative until the acceptance for purchase by the Company of a majority of the outstanding Notes, and the amendments releasing the collateral will not be effective until the acceptance for purchase by the Company of at least 75% of the outstanding Notes.
Pursuant to the terms of the related Offer to Purchase and Consent Solicitation, dated as of August 6, 2013, tenders of Notes and delivery of consents may not be withdrawn after the consent expiration.
Under the terms of the tender offer and consent solicitation, holders of the Notes who validly tendered their Notes and delivered consents prior to the consent expiration and whose notes are accepted for purchase, will receive the "total consideration," which is equal to (i) $1,086.38 per $1,000.00 in principal amount of Notes validly tendered (the "tender consideration") plus (ii) $30.00 per $1,000.00 in principal amount of the Notes validly tendered (the "consent payment"). Holders of the Notes who validly tender their Notes after the consent expiration but on or before 11:59 p.m., New York City time, September 3, 2013 (the “expiration date”), and whose notes are accepted for purchase, will receive only the tender consideration. Provided that the conditions to the tender offer have been satisfied or waived, the settlement date for the tender offer will promptly follow the expiration date and is expected to be September 4, 2013.
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