Spectrum Brands Holdings, Inc. (NYSE: SPB; “Parent”), announced
today that its wholly-owned subsidiary, Spectrum Brands, Inc.
(“Spectrum Brands” or the “Company”) has priced its private
offering of $300 million in aggregate principal amount of its
3.375% exchangeable senior notes due 2029 (the “Exchangeable
Notes”) in a private placement (the “Offering”) to eligible
purchasers under Rule 144A of the Securities Act of 1933, as
amended (the “Securities Act”).
The Company intends to use the net proceeds from the Offering
(i) to fund the $21.6 million cost of entering into the capped call
transactions (as described below), (ii) to repurchase approximately
$50 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 Offering, if the initial purchasers sell
more Exchangeable Notes than the total principal amount of the
Exchangeable Notes set forth above, the Company has granted 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. The sale
of the Exchangeable Notes is expected to close on or about May 23,
2024, subject to customary closing conditions, and is expected to
result in $291.6 million in net proceeds to the Company, after
deducting the initial purchasers’ discount (assuming no exercise of
the initial purchasers’ option) but before deducting estimated
offering expenses payable by the Company and the cost of the capped
call transactions referred to below.
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 be senior, unsecured obligations of
the Company, and accrue interest at a rate of 3.375% per annum,
payable semi-annually in arrears on June 1 and December 1 of each
year, beginning on December 1, 2024. The Exchangeable Notes will
mature on June 1, 2029, unless repurchased, redeemed or exchanged
in accordance with their terms prior to such date.
The initial exchange rate for the Exchangeable Notes is 8.2060
shares of Parent Common Stock per $1,000 principal amount of
Exchangeable Notes (which is equivalent to an initial exchange
price of approximately $121.86 per share, which represents a
premium of approximately 30% over the last reported sale price per
share of Parent Common Stock on May 20, 2024). 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.
Holders of the Exchangeable Notes will have the right to require
the Company to repurchase all or a portion of their Exchangeable
Notes at 100% of their principal amount, plus any accrued and
unpaid interest, upon the occurrence of certain corporate events
constituting a “fundamental change” as defined in the indenture
governing the Exchangeable Notes. The Company may not redeem the
Exchangeable Notes prior to June 7, 2027. The Company may redeem
for cash all or any portion of the Exchangeable Notes, at its
option, on a redemption date occurring on or after June 7, 2027 and
on or before the 41st scheduled trading day immediately before the
maturity date, but only if (A) the notes are “freely tradable” as
defined in the indenture (unless the Company elects for cash
settlement to apply to all exchanges of the Exchangeable Notes with
an exchange date that occurs on or after the date the Company sends
such redemption notice and on or before the second scheduled
trading day immediately before the related redemption date) and any
accrued and unpaid additional interest through the most recent
interest payment date has been paid as of the date the Company
sends the related redemption notice and (B) the last reported sale
price of Parent Common Stock has been at least 130% of the exchange
price then in effect for a specified period of time. The redemption
price will equal 100% of the principal amount of the Exchangeable
Notes to be redeemed, plus any accrued and unpaid interest to, but
excluding, the redemption date.
In connection with the pricing of the Exchangeable Notes, the
Parent expects to enter into share repurchases at a cash purchase
price per share equal to the closing price per share of the Parent
Common Stock on May 20, 2024. The Company expects that one of the
initial purchasers and/or its affiliate will purchase the shares
from purchasers of Exchangeable Notes in the offering and will sell
the shares to the Parent at closing. These share repurchases could
increase (or reduce the size of any decrease in) the market price
of the Parent Common Stock or the Exchangeable Notes. The share
repurchases could affect the market price of the Parent Common
Stock concurrently with the pricing of the Exchangeable Notes, and
could also result in a higher effective exchange price for the
Exchangeable Notes.
In connection with the pricing of the Exchangeable Notes, the
Company entered into privately negotiated capped call transactions
with [certain of the initial purchasers or their affiliates and
other financial institutions] (the “option counterparties”). The
capped call transactions are expected to initially cover, subject
to anti-dilution adjustments substantially similar to those
applicable to the Exchangeable Notes, the number of shares of
Parent Common Stock underlying the Exchangeable Notes. If the
initial purchasers exercise their option to purchase additional
Exchangeable Notes, the Company expects to enter into additional
capped call transactions with the option counterparties.
The capped call transactions are expected generally to reduce
the potential dilution to Parent Common Stock upon any exchange of
the Exchangeable Notes and/or offset any potential cash payments
the Company is required to make in excess of the principal amount
of exchanged notes, as the case may be. If, however, the market
price per share of Parent Common Stock, as measured under the terms
of the capped call transactions, exceeds the cap price of the
capped call transactions, there would nevertheless be dilution
and/or there would not be an offset of such potential cash
payments, in each case, to the extent that such market price
exceeds the cap price of the capped call transactions. The cap
price of the capped call transactions will initially be
approximately $159.36 per share, which represents a premium of
approximately 70% over the last reported sale price per share of
Parent Common Stock on May 20, 2024, and is subject to customary
adjustments under the terms of the capped call transactions.
In connection with establishing their initial hedges of the
capped call transactions, the option counterparties or their
respective affiliates expect to enter into various derivative
transactions with respect to Parent Common Stock and/or purchase
shares of Parent Common Stock concurrently with or shortly after
the pricing of the Exchangeable Notes. This activity could increase
(or reduce the size of any decrease in) the market price of Parent
Common Stock or the Exchangeable Notes at that time.
In addition, the option counterparties or their respective
affiliates may modify their hedge positions by entering into or
unwinding various derivatives with respect to Parent Common Stock
and/or purchasing or selling shares of Parent Common Stock or other
securities in secondary market transactions following the pricing
of the Exchangeable Notes and prior to the maturity of the
Exchangeable Notes (and are likely to do so (x) during any
observation period related to an exchange of the Exchangeable
Notes, following any redemption of the Exchangeable Notes by the
Company, or following any repurchase of the Exchangeable Notes by
the Company in connection with any fundamental change and (y)
following any repurchase of the Exchangeable Notes by the Company
other than in connection with any such redemption or any
fundamental change if the Company elects to unwind a corresponding
portion of the capped call transactions in connection with such
repurchase). This activity could also cause or avoid an increase or
a decrease in the market price of Parent Common Stock or the
Exchangeable Notes, which could affect the holders’ ability to
exchange the Exchangeable Notes and, to the extent the activity
occurs following exchange or during any observation period related
to an exchange of the Exchangeable Notes, it could affect the
amount and value of the consideration that holders will receive
upon exchange of the Exchangeable Notes.
The Exchangeable Notes were offered through a private placement,
and the offer and sale of the Exchangeable Notes, the guarantees
and the shares of Parent Common Stock, if any, deliverable upon
exchange of the Exchangeable Notes will not be registered under the
Securities Act or any state securities law. The Exchangeable Notes
and the shares of Parent Common Stock, if any, deliverable upon
exchange of the Exchangeable Notes may not be offered or sold in
the United States absent registration or an applicable exemption
from registration under the Securities Act and applicable state
securities laws. Accordingly, the Exchangeable Notes were offered
only to persons reasonably believed to be “qualified institutional
buyers” under Rule 144A of the Securities Act.
This news release shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
About Spectrum Brands Holdings, Inc. and Spectrum Brands,
Inc.
Spectrum Brands Holdings, Inc. is a home-essentials company with
a mission to make living better at home. We focus on delivering
innovative products and solutions to consumers for use in and
around the home through our trusted brands. We are a leading
supplier of specialty pet supplies, lawn and garden and home pest
control products, personal insect repellents, shaving and grooming
products, personal care products, and small household appliances.
Helping to meet the needs of consumers worldwide, Spectrum Brands
offers a broad portfolio of market-leading, well-known and widely
trusted brands including Tetra®, DreamBone®, SmartBones®, Nature’s
Miracle®, 8-in-1®, FURminator®, Healthy-Hide®, Good Boy®, Meowee!®,
OmegaOne®, Spectracide®, Cutter®, Repel®, Hot Shot®, Rejuvenate®,
Black Flag®, Liquid Fence®, Remington®, George Foreman®, Russell
Hobbs®, Black + Decker®, PowerXL®, Emeril Lagasse®, and Copper
Chef®.For more information, please visit www.spectrumbrands.com.
Spectrum Brands – A Home Essentials Company™.
Forward-looking Statements
We have made or implied certain forward-looking statements in
this news release and may make additional oral forward-looking
statements from time to time. All statements, other than statements
of historical facts included or incorporated by reference in this
document, including, without limitation, statements or expectations
regarding our business strategy, future operations, financial
condition, estimated revenues, projected costs, inventory
management, earnings power, projected synergies, prospects, plans
and objectives of management, outcome of any litigation and
information concerning expected actions of third parties are
forward-looking statements. When used in this document, the words
future, anticipate, pro forma, seek, intend, plan, envision,
estimate, believe, belief, expect, project, forecast, outlook,
earnings framework, goal, target, could, would, will, can, should,
may and similar expressions are intended to identify
forward-looking statements, although not all forward-looking
statements contain such identifying words.
Since these forward-looking statements are based upon our
current expectations of future events and projections and are
subject to a number of risks and uncertainties, many of which are
beyond our control and some of which may change rapidly, actual
results or outcomes may differ materially from those expressed or
implied herein, and you should not place undue reliance on these
statements. Important factors that could cause our actual results
to differ materially from those expressed or implied herein
include, without limitation: (1) the economic, social and political
conditions or civil unrest, terrorist attacks, acts of war, natural
disasters, other public health concerns or unrest in the United
States or the international markets impacting our business,
customers, employees (including our ability to retain and attract
key personnel), manufacturing facilities, suppliers, capital
markets, financial condition and results of operations, all of
which tend to aggravate the other risks and uncertainties we face;
(2) the impact of a number of local, regional and global
uncertainties could negatively impact our business; (3) the
negative effect of the Russia-Ukraine war and the Israel-Hamas war
and their impact on those regions and surrounding regions,
including the Middle East, and on our operations and operations of
our customers, suppliers and other stakeholders; (4) our increased
reliance on third-party partners, suppliers and distributors to
achieve our business objectives; (5) the impact of expenses
resulting from the implementation of new business strategies,
divestitures or current and proposed restructuring and optimization
activities, including changes in inventory and distribution center
changes which are complicated and involve coordination among a
number of stakeholders, including our suppliers and transportation
and logistics handlers; (6) the impact of our indebtedness and
financial leverage position on our business, financial condition
and results of operations; (7) the impact of restrictions in our
debt instruments on our ability to operate our business, finance
our capital needs or pursue or expand business strategies; (8) any
failure to comply with financial covenants and other provisions and
restrictions of our debt instruments; (9) the effects of general
economic conditions, including the impact of, and changes to
tariffs and trade policies, inflation, recession or fears of a
recession, depression or fears of a depression, labor costs and
stock market volatility or monetary or fiscal policies in the
countries where we do business; (10) the impact of fluctuations in
transportation and shipment costs, fuel costs, commodity prices,
costs or availability of raw materials or terms and conditions
available from suppliers, including suppliers’ willingness to
advance credit; (11) interest rate fluctuations; (12) changes in
foreign currency exchange rates that may impact our purchasing
power, pricing and margin realization within international
jurisdictions; (13) the loss of, significant reduction in or
dependence upon, sales to any significant retail customer(s),
including their changes in retail inventory levels and management
thereof; (14) competitive promotional activity or spending by
competitors, or price reductions by competitors; (15) the
introduction of new product features or technological developments
by competitors and/or the development of new competitors or
competitive brands; (16) changes in consumer spending preferences
and demand for our products, particularly in light of economic
stress; (17) our ability to develop and successfully introduce new
products, protect intellectual property and avoid infringing the
intellectual property of third parties; (18) our ability to
successfully identify, implement, achieve and sustain productivity
improvements, cost efficiencies (including at our manufacturing and
distribution operations) and cost savings; (19) the seasonal nature
of sales of certain of our products; (20) the impact weather
conditions may have on the sales of certain of our products; (21)
the effects of climate change and unusual weather activity as well
as our ability to respond to future natural disasters and pandemics
and to meet our environmental, social and governance goals; (22)
the cost and effect of unanticipated legal, tax or regulatory
proceedings or new laws or regulations (including environmental,
public health and consumer protection regulations); (23) public
perception regarding the safety of products that we manufacture and
sell, including the potential for environmental liabilities,
product liability claims, litigation and other claims related to
products manufactured by us and third parties; (24) the impact of
existing, pending or threatened litigation, government regulation
or other requirements or operating standards applicable to our
business; (25) the impact of cybersecurity breaches or our actual
or perceived failure to protect company and personal data,
including our failure to comply with new and increasingly complex
global data privacy regulations; (26) changes in accounting
policies applicable to our business; (27) our discretion to adopt,
conduct, suspend or discontinue any share repurchase program or
conduct any debt repayments, redemptions, repurchases or
refinancing transactions (including our discretion to conduct
purchases or repurchases, if any, in a variety of manners including
open-market purchases, privately negotiated transactions, tender
offers, redemptions, or otherwise); (28) our ability to utilize net
operating loss carry-forwards to offset tax liabilities; (29) our
ability to separate the Company’s HPC business and create an
independent Global Appliances business on expected terms, and
within the anticipated time period, or at all, and to realize the
potential benefits of such business; (30) our ability to create a
pure play consumer products company composed of our Global Pet Care
and Home & Garden business and to realize the expected benefits
of such creation, and within the anticipated time period, or at
all; (31) our ability to successfully implement, and realize the
benefits of, acquisitions or dispositions and the impact of any
such transactions on our financial performance; (32) the impact of
actions taken by significant shareholders; and (33) the
unanticipated loss of key members of senior management and the
transition of new members of our management teams to their new
roles; and (34) the other risk factors set forth in the securities
filings of Spectrum Brands Holdings, Inc. and SB/RH Holdings, LLC,
including the 2023 Annual Report and subsequent Quarterly Reports
on Form 10-Q.
Some of the above-mentioned factors are described in further
detail in the sections entitled Risk Factors in our annual and
quarterly reports, as applicable. You should assume the information
appearing in this document is accurate only as of the end of the
period covered by this document, or as otherwise specified, as our
business, financial condition, results of operations and prospects
may have changed since that date. Except as required by applicable
law, including the securities laws of the United States and the
rules and regulations of the United States Securities and Exchange
Commission , we undertake no obligation to publicly update or
revise any forward-looking statement, whether as a result of new
information, future events or otherwise, to reflect actual results
or changes in factors or assumptions affecting such forward-looking
statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20240520087689/en/
Investor/Media Contact: Joanne Chomiak
608-275-4458
Grafico Azioni Spectrum Brands (NYSE:SPB)
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Da Ott 2024 a Nov 2024
Grafico Azioni Spectrum Brands (NYSE:SPB)
Storico
Da Nov 2023 a Nov 2024
