SPECTRUM BRANDS HOLDINGS, INC. (NYSE:SPB) Files An 8-K Completion of Acquisition or Disposition of Assets

SPECTRUM BRANDS HOLDINGS, INC. (NYSE:SPB) Files An 8-K Completion of Acquisition or Disposition of Assets

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Item 2.01Completion of Acquisition or Disposition of Assets.

As previously reported in a Current Report filed on Form 8-K with
the Securities and Exchange Commission (the SEC) on November 19,
2018, Spectrum Brands Holdings, Inc., a Delaware corporation (the
Company), entered into an Amended and Restated Acquisition
Agreement (the GBL Amended Agreement) with Energizer Holdings,
Inc., a Missouri corporation (Energizer), on November 15, 2018.

On January 2, 2019, to the terms and conditions of the GBL
Amended Agreement, Energizer completed its previously announced
acquisition of the Companys global battery, lighting and portable
power business (the GBL Business) for an aggregate purchase price
of $2.0 billion in cash.

The foregoing description of the GBL Amended Agreement does not
purport to be complete and is qualified in its entirety by
reference to the GBL Amended Agreement filed on the Current
Report on Form 8-K filed by the Company on November 15, 2018,
which agreement is incorporated herein by reference in its
entirety.

to Article 11 of Regulation S-X, the Company files this report to
disclose certain pro forma financial information regarding the
divestiture of the GBL Business.For further information, see Item
9.01 below.

The exhibits filed herewith have been attached to provide
investors with information regarding their terms. They are not
intended to provide any other factual information about the
Company, Energizer or the GBL Business.In particular, the
assertions embodied in the representations and warranties in the
GBL Amended Agreement were made as of a specified date, are
modified or qualified by information in a confidential disclosure
letter prepared in connection with the execution and delivery of
the GBL Amended Agreement, may be subject to a contractual
standard of materiality different from what might be viewed as
material to shareholders, or may have been used for the purpose
of allocating risk between the parties. Accordingly, the
representations and warranties in the GBL Amended Agreement are
not necessarily characterizations of the actual state of facts
about the Company, Energizer or the GBL Business at the time they
were made or otherwise and should only be read in conjunction
with the other information that the Company makes publicly
available in reports, statements and other documents filed with
the SEC.

Item 9.01 Financial Statements and Exhibits.

(a)Not applicable.

(b)Pro Forma Financial Information to Article 11 of Regulation
S-X, filed as Exhibit 99.1 to this report and incorporated
herein, are (i) Unaudited Pro Forma Condensed Consolidated
Balance Sheet of the Company as of September 30, 2018, as if the
divestiture of the GBL Business had occurred as of that date,
(ii) Unaudited Pro Forma Condensed Consolidated Statements of
Operations of the Company for the year ended September 30, 2018,
as if the GBL Divestiture had occurred on October 1, 2017, and
the related notes thereto.

(c)Not applicable.

(d)Exhibits.

The following exhibits are being filed with this Current Report
on Form 8-K.

Exhibit No.

Description

99.1

The (i) Unaudited Pro Forma Condensed Consolidated
Balance Sheet of the Company as of September 30, 2018, as
if the divestiture of the GBL Business had occurred as of
that date, (ii) Unaudited Pro Forma Condensed
Consolidated Statements of Operations of the Company for
the year ended September 30, 2018, as if the GBL
Divestiture had occurred on October 1, 2017, and the
related notes thereto.

Spectrum Brands Holdings, Inc. Exhibit
EX-99.1 2 spb-20190102xex99_1.htm EX-99.1 20190104 Form 8-K – GAMMA Divestiture 8K Pro Forma – Exhibit 991 SPECTRUM BRANDS HOLDINGS,…
To view the full exhibit click here

About SPECTRUM BRANDS HOLDINGS, INC. (NYSE:SPB)

Spectrum Brands Holdings, Inc. (SB Holdings) is a diversified global consumer products company. The Company manufactures, markets and/or distributes its products in approximately 160 countries in the North America (NA); Europe, the Middle East and Africa (EMEA); Latin America (LATAM), and Asia-Pacific (APAC) regions. It has five segments: Global Batteries & Appliances (GBA), Global Pet Supplies (PET), Home and Garden (H&G), Hardware & Home Improvement (HHI) and Global Auto Care (GAC). The Company’s GBA segment includes product categories, such as consumer batteries, small appliances and personal care. The Company’s HHI segment includes product categories, such as lockset, plumbing and hardware. The Company’s PET segment’s product categories include aquatics, companion animal and pet food. The Company’s H&G segment’s product categories include controls, household and repellents. The Company’s GAC segment’s product categories include appearance, performance and A/C recharge.

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