Spectrum Brands Enters Material Definitive Agreement

TL;DR

Spectrum Brands signed a big deal, might be selling stock. Watch this.

AI Summary

Spectrum Brands Holdings, Inc. announced on May 23, 2024, that it entered into a material definitive agreement related to financial obligations. The company also disclosed unregistered sales of equity securities. Specific details regarding the agreement and the financial implications were not fully elaborated in the provided filing excerpt.

Why It Matters

This filing indicates a significant financial transaction or commitment by Spectrum Brands, which could impact its financial health and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and unregistered sales of equity can introduce financial risks and uncertainties.

Key Players & Entities

• Spectrum Brands Holdings, Inc. (company) — Filer
• SB/RH Holdings, LLC (company) — Filer
• 20240523 (date) — Filing Date

FAQ

Key Financial Figures

• $0.01 — m Brands Holdings, Inc. Common Stock, $0.01 par value SPB New York Stock Exchan
• $350 million — ed its previously announced offering of $350 million principal amount of 3.375% Exchangeable
• $50 million — their option to purchase an additional $50 million of Notes. The Notes were issued pursuan
• $340.2 million — any intends to use the remainder of the $340.2 million of the net proceeds from the Notes (exc
• $1,000 — r their Notes, in integral multiples of $1,000 principal amount, for exchange into cas
• $121.86 — initial exchange price of approximately $121.86 per share of Common Stock), subject to
• $159 — Transactions is initially approximately $159.36, which represents a premium of appro
• $25.2 million — ost of the Capped Call Transactions was $25.2 million. The Capped Call Transactions are sep

Filing Documents

• d795736d8k.htm (8-K) — 58KB
• d795736dex41.htm (EX-4.1) — 623KB
• d795736dex991.htm (EX-99.1) — 255KB
• g795736dsp60.jpg (GRAPHIC) — 8KB
• g795736dsp61.jpg (GRAPHIC) — 9KB
• g795736dsp63.jpg (GRAPHIC) — 9KB
• g795736dsp64.jpg (GRAPHIC) — 9KB
• g795736dsp65.jpg (GRAPHIC) — 9KB
• g795736dsp66.jpg (GRAPHIC) — 15KB
• 0001193125-24-146032.txt ( ) — 1351KB
• spb-20240523.xsd (EX-101.SCH) — 5KB
• spb-20240523_cal.xml (EX-101.CAL) — 1KB
• spb-20240523_def.xml (EX-101.DEF) — 12KB
• spb-20240523_lab.xml (EX-101.LAB) — 20KB
• spb-20240523_pre.xml (EX-101.PRE) — 13KB
• d795736d8k_htm.xml (XML) — 5KB

Forward Looking Statements

Forward Looking Statements The Company and the Parent (together, "Spectrum") have made or implied certain forward-looking statements in this news release and may make additional oral forward-looking statements from time to time. All statements, other than statements of historical facts included or incorporated by reference in this document, including, without limitation, statements or expectations regarding Spectrum's business strategy, future operations, financial condition, estimated revenues, projected costs, inventory management, earnings power, projected synergies, prospects, plans and objectives of management, outcome of any litigation and information concerning expected actions of third parties are forward-looking statements. When used in this document, the words future, anticipate, pro forma, seek, intend, plan, envision, estimate, believe, belief, expect, project, forecast, outlook, earnings framework, goal, target, could, would, will, can, should, may and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Since these forward-looking statements are based upon Spectrum's current expectations of future events and projections and are subject to a number of risks and uncertainties, many of which are beyond Spectrum's control and some of which may change rapidly, actual results or outcomes may differ materially from those expressed or implied herein, and you should not place undue reliance on these statements. Important factors that could cause Spectrum's actual results to differ materially from those expressed or implied herein include, without limitation: (1) the economic, social and political conditions or civil unrest, terrorist attacks, acts of war, natural disasters, other public health concerns or unrest in the United States or the international markets impacting Spectrum's business, customers, employees (including Spectrum's ability to retain and attract k

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits Exhibit Number Description 4.1 Indenture, dated as of May 23, 2024, among Spectrum Brands, Inc., Spectrum Brands Holdings, Inc., the subsidiary guarantors party thereto and U.S. Bank Trust Company, National Association. 4.2 Form of 3.375% Exchangeable Senior Note due 2029 (included in Exhibit 4.1). 99.1 Form of Capped Call Confirmation. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: May 23, 2024 SPECTRUM BRANDS HOLDINGS, INC. By: /s/ Jeremy W. Smeltser Name: Jeremy W. Smeltser Title: Executive Vice President and Chief Financial Officer SB/RH HOLDINGS, INC. By: /s/ Jeremy W. Smeltser Name: Jeremy W. Smeltser Title: Executive Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR