Spectrum Brands Announces Tender Offer for its 9.500% Senior Secured Notes Due 2018

  Spectrum Brands Announces Tender Offer for its 9.500% Senior Secured Notes
  Due 2018

Business Wire

MADISON, Wis. -- August 6, 2013

Spectrum Brands Holdings, Inc. (NYSE: SPB) and Spectrum Brands, Inc. today
announced the commencement of a cash tender offer and consent solicitation
with respect to any and all of the $950 million aggregate outstanding
principal amount of Spectrum Brands, Inc.’s 9.500% Senior Secured Notes due
2018 (the “Notes”). In conjunction with the tender offer, Spectrum Brands is
soliciting noteholder consents to effect certain amendments to the indenture
governing the Notes to remove substantially all restrictive covenants, certain
events of default and other related provisions, and release the collateral
currently securing the Notes.

Spectrum Brands will pay the purchase price for Notes validly tendered and
accepted for purchase, as well as accrued and unpaid interest up to, but not
including, the payment date. The tender offer is scheduled to expire at 11:59
p.m., New York City time, on September3, 2013, unless extended by Spectrum
Brands or earlier terminated (the “Expiration Time”). The “Settlement Date”
for the tender offer will promptly follow the Expiration Time and is expected
to be September4, 2013. Following payment for the Notes accepted pursuant to
the terms of the tender offer, Spectrum Brands currently intends, but is not
obligated, to redeem any and all Notes that remain outstanding. The Tender
Offer does not constitute a notice of redemption or an obligation to issue a
notice of redemption.

Noteholders who provide consents to the proposed amendments will receive a
consent payment per $1,000 principal amount of Notes tendered and accepted for
purchase pursuant to the offer if they provide their consents prior to 5:00
p.m., New York City time, on August 19, 2013, unless such date is extended
(the “Consent Expiration”) by Spectrum Brands.

The total consideration to be paid for each $1,000 principal amount of the
Notes validly tendered and not validly withdrawn before the Consent Expiration
will be $1,116.38, which includes a consent payment of $30.00 per $1,000
principal amount of the Notes, with such payment to be made on the Settlement
Date. Noteholders tendering after the Consent Expiration and prior to the
Expiration Time will be eligible to receive only $1,086.38 per $1,000
principal amount of Notes that are validly tendered and not validly withdrawn,
with such payment to be made on the Settlement Date. Holders may withdraw
tendered notes until the earlier of 5:00 p.m., New York City time, on August
19, 2013 and the date that a supplemental indenture is executed, which is
expected to be on or promptly following the time that consents of at least a
majority of the outstanding principal amount of the Notes are received, unless
such time is extended by the Company, in its sole discretion, but not
thereafter (except in certain limited circumstances where additional
withdrawal rights are required by law).

The obligations to accept for purchase and to pay for Notes in the tender
offer are conditioned on, among other things, the following:

  *The tender of Notes representing at least a majority of the aggregate
    principal amount of Notes outstanding on or prior to September3, 2013,
  *Spectrum Brands having received replacement financing on terms acceptable
    to it.

Spectrum Brands has retained Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. to serve as the Dealer Managers and Solicitation Agents
for the tender offer and the consent solicitation. Requests for documents may
be directed to Global Bondholder Services Corporation, the Information Agent,
at (866) 857-2200 or (212) 430-3774. Questions regarding the tender offer and
consent solicitation may be directed to Credit Suisse Securities (USA) LLC at
(800) 820-1653 or (212) 538-0083 or Deutsche Bank Securities Inc. at (855)
287-1922 or (212) 250-7527.

This press release is not an offer to purchase, a solicitation of an offer to
purchase or a solicitation of consents with respect to any securities. The
tender offer and consent solicitation is being made solely by the Offer to
Purchase and Consent Solicitation Statement dated August6, 2013.

About Spectrum Brands Holdings, Inc.

Spectrum Brands Holdings, a member of the Russell 2000 Index, is a global and
diversified consumer products company and a leading supplier of consumer
batteries, residential locksets, residential builders’ hardware, faucets,
shaving and grooming products, personal care products, small household
appliances, specialty pet supplies, lawn and garden and home pest control
products, and personal insect repellents. Helping to meet the needs of
consumers worldwide, our Company offers a broad portfolio of market-leading,
well-known and widely trusted brands including Rayovac®, Kwikset®, Weiser®,
Baldwin®, National Hardware®, Pfister™, 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' 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. On a pro forma basis following the
Company’s December 2012 acquisition of the Hardware & Home Improvement Group
(HHI) from Stanley Black & Decker, Spectrum Brands had net sales of more than
$4 billion for 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
tender offer described above and related transactions, expected sales,
adjusted EBITDA, debt reduction and leverage, and other measures of financial
performances, 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, and from our purchase of 56 percent of the equity of
Shaser, Inc., and from other bolt-on acquisitions, (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 we offer, (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 we do business,
such as stock market prices, interest rates, currency exchange rates,
inflation and consumer spending, (9)our ability to successfully implement
manufacturing, distribution and other cost efficiencies and to continue to
benefit from our cost-cutting initiatives, (10)our 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 Reports on Form 10-K or Quarterly Reports on Form 10-Q.

We also caution the reader that undue reliance should not be placed on any
forward-looking statements, which speak only as of the date of this release.
We undertake 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
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