Spectrum Brands Announces Senior Notes Offering to Fund HHI Acquisition

  Spectrum Brands Announces Senior Notes Offering to Fund HHI Acquisition

Business Wire

MADISON, Wis. -- October 31, 2012

Spectrum Brands Holdings, Inc. (NYSE: SPB) announced today that its wholly
owned subsidiary Spectrum Brands Escrow Corp. intends to offer U.S. $1,040
million aggregate principal amount of Senior Unsecured Notes (the “New Senior
Notes”) comprised of two tranches that are expected to have a stated maturity
in 2020 and in 2022. The principal amount due at each stated maturity, as well
as other terms of the proposed offering, are subject to market conditions.

The New Senior Notes will be offered to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended (the
“Securities Act”), and to non-U.S. buyers in accordance with Regulation S
under the Securities Act. The New Senior Notes will be initially issued by
Spectrum Brands Escrow Corp., a special-purpose escrow corporation, pending
the closing of the acquisition of the Hardware & Home Improvement Group (HHI)
of Stanley Black & Decker (NYSE: SWK), at which time the New Senior Notes will
be assumed by Spectrum Brands, Inc. (“Spectrum Brands”) and fully and
unconditionally guaranteed by certain of Spectrum Brands’ subsidiaries.

Spectrum Brands intends to use the net proceeds from the offering to fund a
portion of the purchase price and related fees and expenses for the previously
announced and pending acquisition of HHI for $1.4 billion. Spectrum Brands
intends to finance the remaining portion of the HHI acquisition, as well as to
refinance its existing Term Loan B with New $800 million Senior Secured Term
Loans (the “New Term Loans”). The New Term Loans are also expected to close
concurrently with the HHI acquisition.

This press release is for informational purposes only and is not an offer to
buy or the solicitation of an offer to sell any securities.

The New Senior Notes have not been registered under the Securities Act or any
state securities laws and, unless so registered, may not be offered or sold in
the United States except pursuant to an applicable exemption from the
registration requirements of the Securities Act and applicable state
securities laws.

About Spectrum Brands Holdings, Inc. and Spectrum Brands, Inc.

Spectrum Brands Holdings, Inc., a member of the Russell 2000 Index,is a
global and diversified consumer products company and a leading supplier of
batteries, shaving and grooming products, personal care products, small
household appliances, specialty pet supplies, lawn & garden and home pest
control products, personal insect repellents and portable lighting. Helping to
meet the needs of consumers worldwide, the Company offers a broad portfolio of
market-leading, well-known and widely trusted brands including Rayovac®,
Remington®, Varta®, George Foreman®, Black & Decker®, Toastmaster®,
Farberware®, Tetra®, Marineland®, Nature’s Miracle®, Dingo®, 8-in-1®,
FURminator®, Littermaid®, Spectracide®, Cutter®, Repel®, Hot Shot® and Black
Flag®.Spectrum Brands Holdings' products are sold by the world's top 25
retailers and are available in more than one million stores in approximately
140 countries. Spectrum Brands Holdings generated net sales of approximately
$3.25 billion in fiscal 2012.For more information, visit

Forward-Looking Statements

Certain matters discussed in this news release and other oral and written
statements by representatives of the Company regarding matters such as the
Company’s expectations regarding the offering of the New Senior Notes may be
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. We have tried, whenever possible, to identify
these statements by using words like “future,” “anticipate”, “intend,” “plan,”
“estimate,” “believe,” “expect,” “project,” “forecast,” “could,” “would,”
“should,” “will,” “may,” and similar expressions of future intent or the
negative of such terms. These statements are subject to a number of risks and
uncertainties that could cause results to differ materially from those
anticipated as of the date of this release. Actual results may differ
materially as a result of (1) Spectrum Brands Holdings’ ability to manage and
otherwise comply with its covenants with respect to its significant
outstanding indebtedness, (2) our ability to finance, complete the acquisition
of, integrate, and to realize synergies from, the combined businesses of
Spectrum Brands and the Hardware & Home Improvement Group of Stanley Black &
Decker, (3) risks related to changes and developments in external competitive
market factors, such as introduction of new product features or technological
developments, development of new competitors or competitive brands or
competitive promotional activity or spending, (4) changes in consumer demand
for the various types of products Spectrum Brands Holdings offers, (5)
unfavorable developments in the global credit markets, (6) the impact of
overall economic conditions on consumer spending, (7) fluctuations in
commodities prices, the costs or availability of raw materials or terms and
conditions available from suppliers, (8) changes in the general economic
conditions in countries and regions where Spectrum Brands Holdings does
business, such as stock market prices, interest rates, currency exchange
rates, inflation and consumer spending, (9) Spectrum Brands Holdings’ ability
to successfully implement manufacturing, distribution and other cost
efficiencies and to continue to benefit from its cost-cutting initiatives,
(10) Spectrum Brands Holdings’ ability to identify, develop and retain key
employees, (11) unfavorable weather conditions and various other risks and
uncertainties, including those discussed herein and those set forth in the
securities filings of each of Spectrum Brands Holdings, Inc. and Spectrum
Brands, Inc., including each of their most recently filed Annual Report on
Form 10-K or Quarterly Reports on Form 10-Q.

Spectrum Brands Holdings also cautions the reader that its estimates of
trends, market share, retail consumption of its products and reasons for
changes in such consumption are based solely on limited data available to
Spectrum Brands Holdings and management’s reasonable assumptions about market
conditions, and consequently may be inaccurate, or may not reflect significant
segments of the retail market. Spectrum Brands Holdings also cautions the
reader that undue reliance should not be placed on any forward-looking
statements, which speak only as of the date of this release. Spectrum Brands
Holdings undertakes no duty or responsibility to update any of these
forward-looking statements to reflect events or circumstances after the date
of this report or to reflect actual outcomes.


Spectrum Brands Holdings, Inc.
Investor/Media Contact:
Dave Prichard, 608.278.6141
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