Spectrum Brands Announces Completion of Cash Tender Offer and Satisfaction and Discharge of Indenture Relating to its 9.500%

  Spectrum Brands Announces Completion of Cash Tender Offer and Satisfaction
  and Discharge of Indenture Relating to its 9.500% Senior Secured Notes Due
  2018

Business Wire

MADISON, Wis. -- September 4, 2013

Spectrum Brands Holdings, Inc. (NYSE: SPB) and Spectrum Brands, Inc.
(“Spectrum Brands”) today announced the completion of Spectrum Brands’ cash
tender offer (the “Tender Offer”) to purchase any and all of its outstanding
9.500% Senior Secured Notes due 2018 (the "Notes"). The Tender Offer expired
at 11:59 p.m., New York City time, on September 3, 2013 (the “expiration
date”). Spectrum Brands received tenders from the holders of $898,067,000 of
its outstanding Notes. Spectrum Brands has accepted for purchase all Notes
which were validly tendered prior to the expiration date.

In addition, Spectrum Brands announced that it has deposited sufficient funds
in trust with the Trustee under the indenture governing the Notes (the
“Indenture”) to satisfy and discharge the Notes and the Indenture, and the
Trustee has acknowledged such satisfaction and discharge. Notwithstanding the
satisfaction and discharge of the Notes and the Indenture, certain customary
provisions of the Indenture relating to the compensation and indemnification
of the Trustee and the application of trust money will survive. Spectrum
Brands has instructed the Trustee to redeem the remaining $51,933,000
aggregate principal amount of Notes at a redemption price equal to 100% of
such Notes plus the Applicable Premium (as defined in the Indenture), as of,
and accrued and unpaid interest to, but not including, the redemption date.
The redemption of the Notes will occur on October 7, 2013.

Spectrum Brands financed the Tender Offer and the satisfaction and discharge
with new term loans in an aggregate principal amount of $1,150 million.

This press release does not constitute a notice of redemption under the
optional redemption provisions of the indenture governing the Notes, nor does
it constitute an offer to sell, or a solicitation of an offer to buy, any
security. No offer, solicitation, or sale will be made in any jurisdiction in
which such an offer, solicitation, or sale would be unlawful.

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
information regarding the terms of the tender offer, the satisfaction and
discharge and redemption and other information described above, 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
integrate and 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 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
 
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