Spectrum Brands Announces Assumption by Spectrum Brands, Inc. of the New Senior Notes in Connection with the Closing of the HHI

  Spectrum Brands Announces Assumption by Spectrum Brands, Inc. of the New
  Senior Notes in Connection with the Closing of the HHI Acquisition

Business Wire

MADISON, Wis. -- December 17, 2012

Spectrum Brands Holdings, Inc. (NYSE: SPB) (“Spectrum Brands”) announced today
that the $520 million aggregate principal amount of 6.375% Senior Notes due
2020 (the “2020 Notes”) and U.S. $570 million aggregate principal amount of
6.625% Senior Notes due 2022 (the “2022 Notes”) (collectively, the “New Senior
Notes”) previously issued by Spectrum Brands Escrow Corp. were assumed by
Spectrum Brands’ wholly owned subsidiary Spectrum Brands, Inc. and fully and
unconditionally guaranteed by certain of Spectrum Brands’ subsidiaries. The
proceeds from the issuance of the New Senior Notes were initially deposited
into an escrow account and the proceeds were released upon the consummation of
the acquisition of the Hardware & Home Improvement Group (“HHI”) of Stanley
Black & Decker, Inc. (NYSE: SWK) and the entry into a new senior secured term
loan facility, which occurred concurrently with the assumption of the New
Senior Notes.

The net proceeds released from escrow were used to fund a portion of the
purchase price and related fees and expenses in connection with the
consummation of the acquisition of HHI for $1.4 billion and to fund the
previously announced $50 million acquisition of a controlling stake in Shaser
Bioscience, Inc. Spectrum Brands financed the remaining portion of the HHI
acquisition, as well as refinanced its existing Term Loan B with new $800
million Senior Secured Term Loans (the “New Term Loans”).

The New Senior Notes were offered and sold 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.

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.

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
www.spectrumbrands.com.

Forward-Looking Statements

Certain matters discussed in this news release and other oral and written
statements by representatives of the Spectrum Brands regarding matters such as
the Spectrum Brands’ 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’ ability to manage and otherwise
comply with its covenants with respect to its significant outstanding
indebtedness, (2) our ability to 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
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’ ability to
successfully implement manufacturing, distribution and other cost efficiencies
and to continue to benefit from its cost-cutting initiatives, (10) Spectrum
Brands’ 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 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 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 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.

Contact:

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