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Entry into a Material Definitive Agreement. |
In connection with the previously announced tender offer (the “Tender Offer”) by Spectrum Brands, Inc. (the “Company”), a wholly-owned subsidiary of Spectrum Brands Holdings, Inc. (the “Parent”), the Company solicited consents (the “Consent Solicitation”) to amend each of the indentures governing the 4.00% Senior Notes due 2026 (the “2026 Notes”), the 5.00% Senior Notes due 2029 (the “2029 Notes”) and the 5.50% Senior Notes due 2030 (the “2030 Notes” and, together with the 2026 Notes and 2029 Notes, the “Consent Notes”) for certain “Proposed Amendments” described in the related Offer to Purchase and Consent Solicitation Statement, dated May 20, 2024, as amended and supplemented by the press release, dated June 4, 2024, attached hereto as Exhibit 99.1 (as so amended and supplemented, the “Offer to Purchase”). Adoption of the Proposed Amendments with respect to each series of Consent Notes required the requisite consents applicable to each series of Consent Notes as described in the Offer to Purchase (the “Requisite Consents”).
Following the receipt of the Requisite Consents with respect to each series of Consent Notes, the Company entered into a (i) supplemental indenture, dated as of June 4, 2024 (the “2026 Supplemental Indenture”), by and among the Company, the guarantors party thereto (the “Guarantors”), U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee (the “Trustee”), Elavon Financial Services DAC, UK Branch, as paying agent and Elavon Financial Services DAC, as registrar and transfer agent, relating to the 2026 Notes, (ii) supplemental indenture, dated as of June 4, 2024 (the “2029 Supplemental Indenture”), by and among the Company, the Guarantors and the Trustee, relating to the 2029 Notes and (iii) supplemental indenture, dated as of June 4, 2024 (the “2030 Supplemental Indenture” and, together with the 2026 Supplemental Indenture and 2029 Supplemental Indenture, the “Supplemental Indentures”), by and among the Company, the Guarantors and the Trustee, relating to the 2030 Notes, to effect the Proposed Amendments. The Supplemental Indentures shorten the notice periods for the redemption of the Consent Notes and eliminate substantially all of the restrictive covenants and certain events of default under each indenture governing the Consent Notes, among other things.
The foregoing summary of each of the Supplemental Indentures does not purport to be complete and is qualified in its entirety by reference to the full text of the 2026 Supplemental Indenture, the 2029 Supplemental Indenture and the 2030 Supplemental Indenture, copies of which are attached hereto as Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3, respectively, and are incorporated herein by reference.
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Submission of Matters to a Vote of Security Holders. |
The information set forth under Item 1.01 of this Current Report on Form
8-K
is incorporated by reference herein.
On June 3, 2024, Spectrum Brands received the Requisite Consents for the Proposed Amendments in the 2026 Supplemental Indenture, the 2029 Supplemental Indenture and the 2030 Supplemental Indenture.
On June 4, 2024, the Parent issued a press release announcing (i) the early tender results for the Tender Offer by the Company, for the 2026 Notes, 2029 Notes, 2030 Notes and 3.875% Senior Notes due 2031 (the “2031 Notes” and, together with the Consent Notes, the “Notes”) and (ii) the results for the Consent Solicitation to amend each of the indentures governing the 2026 Notes, 2029 Notes and 2030 Notes. As of 5:00 p.m., New York City Time on June 3, 2024, €407,340,000 aggregate principal amount of the 2026 Notes, or approximately 95.84% of the outstanding aggregate principal amount of the 2026 Notes, $284,231,000 aggregate principal amount of the 2029 Notes, or approximately 98.32% of the outstanding aggregate principal amount of the 2029 Notes, $142,475,000 aggregate principal amount of the 2030 Notes, or approximately 91.49% of the outstanding aggregate principal amount of the 2030 Notes, and $375,107,000 aggregate principal amount of the 2031 Notes, or approximately 90.67% of the outstanding aggregate principal amount of the 2031 Notes, had been validly tendered and not validly withdrawn and related consents, if applicable, thereby validly delivered and not validly revoked in the Tender Offer and Consent Solicitation. In addition, the press release announced that the Company has amended the Tender Offer and Consent Solicitation to increase the previously announced maximum aggregate purchase price (including accrued and unpaid interest, which also will be paid to, but excluding, the applicable settlement date, but excluding fees and expenses relating to the Tender Offer) of the Notes that may be purchased from $925.0 million to $1,160.5 million, as described in the Offer to Purchase.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Subsequently, on June 4, 2024, the Parent issued a press release announcing the pricing and accepted tender amounts for the Tender Offer and Consent Solicitation by the Company. The Company expects to accept for purchase €407,340,000 aggregate principal amount of the 2026 Notes, or approximately 95.84% of the outstanding aggregate principal amount of the 2026 Notes, $284,231,000 aggregate principal amount of the 2029 Notes, or approximately 98.32% of the outstanding aggregate principal amount of the 2029 Notes, $142,475,000 aggregate principal amount of the 2030 Notes, or approximately 91.49% of the outstanding aggregate principal amount of the 2030 Notes, and $285,68
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,000 aggregate principal amount of the 2031 Notes, or approximately 69.05% of the outstanding aggregate principal amount of the 2031 Notes, for a combined aggregate purchase price of approximately $1,160.5 million, including accrued and unpaid interest to, but excluding, the applicable settlement date.
A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
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