Spectrum Brands Holdings, Inc. (NYSE: SPB) and Spectrum Brands, Inc. today announced the commencement of a cash tender offer and consent solicitation with respect to any and all of the $950 million aggregate outstanding principal amount of Spectrum Brands, Inc.’s 9.500% Senior Secured Notes due 2018 (the “Notes”). In conjunction with the tender offer, Spectrum Brands is soliciting noteholder consents to effect certain amendments to the indenture governing the Notes to remove substantially all restrictive covenants, certain events of default and other related provisions, and release the collateral currently securing the Notes. Spectrum Brands will pay the purchase price for Notes validly tendered and accepted for purchase, as well as accrued and unpaid interest up to, but not including, the payment date. The tender offer is scheduled to expire at 11:59 p.m., New York City time, on September 3, 2013, unless extended by Spectrum Brands or earlier terminated (the “Expiration Time”). The “Settlement Date” for the tender offer will promptly follow the Expiration Time and is expected to be September 4, 2013. Following payment for the Notes accepted pursuant to the terms of the tender offer, Spectrum Brands currently intends, but is not obligated, to redeem any and all Notes that remain outstanding. The Tender Offer does not constitute a notice of redemption or an obligation to issue a notice of redemption. Noteholders who provide consents to the proposed amendments will receive a consent payment per $1,000 principal amount of Notes tendered and accepted for purchase pursuant to the offer if they provide their consents prior to 5:00 p.m., New York City time, on August 19, 2013, unless such date is extended (the “Consent Expiration”) by Spectrum Brands. The total consideration to be paid for each $1,000 principal amount of the Notes validly tendered and not validly withdrawn before the Consent Expiration will be $1,116.38, which includes a consent payment of $30.00 per $1,000 principal amount of the Notes, with such payment to be made on the Settlement Date. Noteholders tendering after the Consent Expiration and prior to the Expiration Time will be eligible to receive only $1,086.38 per $1,000 principal amount of Notes that are validly tendered and not validly withdrawn, with such payment to be made on the Settlement Date. Holders may withdraw tendered notes until the earlier of 5:00 p.m., New York City time, on August 19, 2013 and the date that a supplemental indenture is executed, which is expected to be on or promptly following the time that consents of at least a majority of the outstanding principal amount of the Notes are received, unless such time is extended by the Company, in its sole discretion, but not thereafter (except in certain limited circumstances where additional withdrawal rights are required by law).
The obligations to accept for purchase and to pay for Notes in the tender offer are conditioned on, among other things, the following:
- The tender of Notes representing at least a majority of the aggregate principal amount of Notes outstanding on or prior to September 3, 2013, and
- Spectrum Brands having received replacement financing on terms acceptable to it.