Spectrum Brands Announces Receipt of Requisite Consents with Respect to its Tender Offer and Consent Solicitation and Entry into

  Spectrum Brands Announces Receipt of Requisite Consents with Respect to its
  Tender Offer and Consent Solicitation and Entry into Supplemental Indenture
  Relating to its 9.500% Senior Secured Notes Due 2018

Business Wire

MADISON, Wis. -- August 20, 2013

Spectrum Brands Holdings, Inc. (NYSE: SPB) and Spectrum Brands, Inc.
(“Spectrum Brands”) today announced that Spectrum Brands’ consent solicitation
of the holders of its 9.500% Senior Secured Notes Due 2018 (the “Notes”)
(CUSIP No.: 84762LAG0, ISIN No. US84762LAG05) successfully received the
consent of the holders of $893,067,000 aggregate principle amount of the
Notes, representing approximately 94.01% of the outstanding principal amount
of the Notes, as of 5:00 p.m., New York City time, on August 19, 2013 (the
“consent expiration”).

Following the receipt of the consents of the holders of 75% of the outstanding
principal amount of the Notes, Spectrum Brands entered into a supplemental
indenture amending the indenture governing the Notes with the trustee and the
guarantors under the indenture. The supplemental indenture eliminates
substantially all of the restrictive covenants, certain events of default and
the repurchase rights in the event of certain asset sales or changes of
control and related provisions contained in the indenture governing the Notes
(the “Indenture”) with respect to the Notes, and released the collateral then
securing the Notes. The supplemental indenture is effective upon execution,
but none of the amendments will be operative until the acceptance for purchase
by the Company of a majority of the outstanding Notes, and the amendments
releasing the collateral will not be effective until the acceptance for
purchase by the Company of at least 75% of the outstanding Notes.

Pursuant to the terms of the related Offer to Purchase and Consent
Solicitation, dated as of August6, 2013, tenders of Notes and delivery of
consents may not be withdrawn after the consent expiration.

Under the terms of the tender offer and consent solicitation, holders of the
Notes who validly tendered their Notes and delivered consents prior to the
consent expiration and whose notes are accepted for purchase, will receive the
"total consideration," which is equal to (i) $1,086.38 per $1,000.00 in
principal amount of Notes validly tendered (the "tender consideration") plus
(ii) $30.00 per $1,000.00 in principal amount of the Notes validly tendered
(the "consent payment"). Holders of the Notes who validly tender their Notes
after the consent expiration but on or before 11:59 p.m., New York City time,
September 3, 2013 (the “expiration date”), and whose notes are accepted for
purchase, will receive only the tender consideration. Provided that the
conditions to the tender offer have been satisfied or waived, the settlement
date for the tender offer will promptly follow the expiration date and is
expected to be September 4, 2013.

Spectrum Brands’ obligation to accept for purchase and to pay for Notes in the
tender offer is conditioned on, among other things, Spectrum Brands having
received replacement financing on terms acceptable to it.

Any Notes not tendered and purchased pursuant to the tender offer will remain
outstanding, and the holders thereof will be subject to the terms of the
supplemental indenture although they did not consent to the amendments. As
soon as reasonably practicable following the expiration date, Spectrum Brands
currently intends, but is not obligated, to call for redemption all of the
Notes that remain outstanding following the consummation of the tender offer
in accordance with the provisions of the Indenture, and at that time to
satisfy and discharge the Indenture in accordance with its terms.

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 August 6, 2013.

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
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
www.spectrumbrands.com.

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 and consent solicitation described above and related
transactions, expected sales, adjusted EBITDA, debt reduction and leverage,
and other measures of financial performance, may be forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
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.

Contact:

Spectrum Brands Holdings, Inc.
Investor/Media Contact:
Dave Prichard, 608.278.6141
 
Press spacebar to pause and continue. Press esc to stop.