Spectrum Brands Announces Proposed Offering of Exchangeable Notes & Share Repurchase Plan

Spectrum Brands Holdings, Inc. (NYSE: SPB; “Parent”), announced today that its wholly-owned subsidiary, Spectrum Brands, Inc. (“Spectrum Brands” or the “Company”) intends to offer, subject to market and other conditions, $300 million in aggregate principal amount of exchangeable senior notes due 2029 (the “Exchangeable Notes”) and a share repurchase plan.

The Company intends to use a portion of the net proceeds of the Exchangeable Notes offering (i) to fund the cost of entering into the capped call transactions (as described below), (ii) to repurchase up to $100 million of shares of common stock of Parent (“Parent Common Stock”) concurrently with the pricing of the offering of the Exchangeable Notes in privately negotiated transactions effected through one of the initial purchasers or its affiliates and (iii) for general corporate purposes.

In connection with the Exchangeable Notes offering, if the initial purchasers sell more Exchangeable Notes than the total principal amount of the Exchangeable Notes set forth above, the Company expects to grant the initial purchasers the option to purchase, for settlement within a 13-day period beginning on, and including, the date the Exchangeable Notes are first issued, up to an additional $50 million aggregate principal amount of Exchangeable Notes. If the initial purchasers exercise their option to purchase additional Exchangeable Notes, then the Company intends to use a portion of the additional net proceeds to fund the cost of entering into additional capped call transactions (as described below) and the remaining net proceeds for general corporate purposes.

The Exchangeable Notes will accrue interest payable semi-annually in arrears and will mature on June 1, 2029, unless repurchased, redeemed or exchanged in accordance with their terms prior to such date. Prior to March 1, 2029, the Exchangeable Notes will be exchangeable only upon satisfaction of certain conditions and during certain periods; thereafter, the Exchangeable Notes will be exchangeable at any time until the close of business on the second scheduled trading day immediately before the maturity date. Upon exchange of the Exchangeable Notes, the Company will pay cash, up to the aggregate principal amount of the Exchangeable Notes to be exchanged, and pay or deliver, as the case may be, cash, shares of Parent Common Stock or a combination of cash and shares of Parent Common Stock, at the Company’s election, in respect of the remainder, if any, of the Company’s exchange obligation in excess of the aggregate principal amount of Exchangeable Notes being exchanged. The Exchangeable Notes will be guaranteed, on a full, joint and several basis, by Parent and, subject to certain exceptions, each of the Company’s existing and future domestic subsidiaries that guarantee the Company’s or the Parent’s obligations under any of their respective existing or future senior unsecured notes or convertible or exchangeable notes.