SPECTRUM BRANDS HOLDINGS, INC. (NYSE:SPB) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
(a wholly-owned direct subsidiary of SB/RH Holdings, LLC
(SB/RH Holdings), which is a wholly-owned direct
subsidiary of Spectrum Brands Holdings, Inc.) and SB/RH Holdings
entered into the fourth amendment (the Fourth Amendment,
and, together with the first amendment, second amendment and
third amendment, the Amendments) to the credit agreement,
dated as of June 23, 2015 (the Credit Agreement), by and
among Spectrum Brands, SB/RH Holdings, Deutsche Bank AG New York
Branch (as the administrative agent) and the lenders party
thereto from time to time.
Agreement, including increasing Spectrum Brands U.S.
dollar-denominated term loans under the Credit Agreement from
approximately $1.000 billion to approximately $1.250 billion in
aggregate principal amount of indebtedness but otherwise
maintaining the same existing terms. The proceeds of the
borrowing will be used for general corporate purposes, including
funding acquisitions and to repay outstanding borrowings under
the Revolving Facility (as defined below).
proceeds from borrowings incurred in connection therewith, the
materials terms of the Credit Agreement are as follows:
(1) |
a $1.250 billion USD term loan facility due June 23,
2022 (the USD Term Loan Facility); |
(2) |
a CAD$73.7 million CAD term loan facility due June 23, 2022 (the CAD Term Loan Facility); |
(3) |
a 54.6 million Euro term loan facility due June 23, 2022 (the Euro Term Loan Facility, and, together with the CAD Term Loan Facility and the USD Term Loan Facility, the Term Loan Facilities); and |
(4) |
a $700 million revolving credit facility (with a U.S. dollar tranche and a multicurrency tranche), which matures on March 6, 2022 (the Revolving Facility). |
Revolving Facility is $600 million and the aggregate commitment
amount of the multi-currency tranche of the Revolving Facility is
$100 million. At May 16, 2017, after giving effect to the Fourth
Amendment and the use of proceeds from borrowings incurred in
connection therewith, $576.8 million is available under the U.S.
dollar tranche of the Revolving Facility and $100 million is
available under the multi-currency tranche of the Revolving
Facility. The commitment fee rate will be equal to .35% of the
unused commitment amounts, which may be reduced by .05% based on
achieving a certain total net leverage ratio specified in the
Credit Agreement.
subsidiaries, subject to certain conditions, to increase the
amount of the commitments thereunder by an aggregate incremental
amount not to exceed at the time of incurrence the sum of (x)
$900 million (the Dollar Prong) plus (y) all voluntary
prepayments (unless funded by a contemporaneous refinancing or
new long-term indebtedness) of the credit facilities. Incremental
amounts may be incurred in reliance on the basket in clause (x)
or clause (y) plus (z) additional amounts so long as on the date
of incurrence thereof (or, at Spectrum Brands option, on the date
of establishment of the commitments in respect thereof), the
First Lien Leverage Ratio (as defined in the Credit Agreement) on
a pro forma basis would not exceed 3.25:1.00. As of the date
hereof, Spectrum Brands has not utilized any portion of the
Dollar Prong to incur indebtedness under incremental facilities.
funded in U.S. dollars) will bear interest, at Spectrum
Brands option, at a rate per annum equal to (x) the LIBO
rate, adjusted for statutory reserves, plus a margin equal to
2.00% or (y) the Alternate Base Rate (as defined in the
Credit Agreement), plus a margin equal to 1.00%.
bear interest, at Spectrums option, at a rate per annum equal
to (x) the BA Rate (as defined in the Credit Agreement) with a
0.75% floor, plus a margin equal to 3.50% or (y) the Canadian
Base Rate (as defined in the Credit Agreement) with a 1.75% per
annum floor, plus a margin equal to 2.50%.
interest at a rate per annum equal to the EURIBOR Rate (as
defined in the Credit Agreement) with a 0.75% per annum floor,
plus a margin equal to 2.75% per annum.
funded in U.S. dollars) will bear interest, at Spectrums
option, at a rate per annum equal to (x) the LIBO rate,
adjusted for statutory reserves, plus a margin ranging
between 1.75% to 2.25% or (y) the Alternate Base Rate (as
defined in the Credit Agreement), plus a margin ranging
between 0.75% to 1.25%.
interest at a rate per annum equal to the EURIBOR Rate (as
defined in the Credit Agreement), plus a margin ranging
between 1.75% to 2.25% per annum. The Revolving Facility (if
funded in Canadian dollars) will bear interest, at Spectrums
option, at a rate per annum equal to (x) the BA Rate (as
defined in the Credit Agreement), plus a margin ranging
between 1.75% to 2.25% or (y) the Canadian Base Rate (as
defined in the Credit Agreement), plus a margin ranging
between 0.75% to 1.25%.
certain total net leverage ratios specified in the Credit
Agreement.
seventh anniversary of June 23, 2015). The Revolving Facility
will mature on March 6, 2022.
mandatory prepayments, in amounts equal to: (i) 50% (reduced
to 25% and 0% upon the achievement of certain specified First
Lien Leverage Ratio) of excess cash flow (as defined in the
Credit Agreement), at the end of each fiscal year, (ii) 100%
of the net cash proceeds from certain asset sales by Spectrum
Brands or any of its restricted subsidiaries and certain
casualty and condemnation events (subject to certain
exceptions and reinvestment rights) and (iii) 100% of the net
cash proceeds from the issuance or incurrence after June 23,
2015 of any additional debt by Spectrum Brands or any of its
restricted subsidiaries excluding debt permitted under the
Credit Agreement except for permitted refinancing
indebtedness.
are permitted at any time, in agreed-upon minimum principal
amounts. Prepayments are not subject to premium or penalty
(except customary LIBOR breakage costs, if applicable).
Brands option, under certain interest rate protection or
other hedging arrangements and certain cash management
arrangements (collectively, the Secured Obligations)
are guaranteed by SB/RH Holdings and the direct and indirect
wholly-owned material domestic subsidiaries of SB/RH
Holdings, other than Spectrum Brands (the Subsidiary
Guarantors), subject to certain exceptions, to the Loan
Guaranty, dated as of June 23, 2015, by and among SB/RH
Holdings, the Subsidiary Guarantors party thereto from time
to time and Deutsche Bank AG New York Branch, as
administrative agent and collateral agent (the Loan
Guaranty).
on substantially all of the assets of Spectrum Brands and
the Subsidiary Guarantors and on the equity interests of
Spectrum Brands directly held by SB/RH Holdings to the
Security Agreement, dated as of June 23, 2015, by and among
Spectrum Brands, SB/RH Holdings, the Subsidiary Guarantors
party thereto from time to time and Deutsche Bank AG New
York Branch, as collateral agent (the Security
Agreement).
negative covenants, including, but not limited to,
restrictions on Spectrum Brands and its restricted
subsidiaries ability to incur indebtedness, create liens,
make investments, pay dividends or make certain other
distributions, and merge or consolidate or sell assets, in
each case subject to certain exceptions set forth in the
Credit Agreement.
entirely by reference to the full text of the applicable
documents. The Credit Agreement, the Amendments, the Loan
Guaranty and the Security Agreement are each incorporated
by reference herein as exhibits to this report.
Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
incorporated by reference into this Item 2.03.
Report on Form 8-K.
Exhibit No.
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Description
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10.1
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Credit Agreement dated as of June 23, 2015, by and
among Spectrum Brands, Inc., SB/RH Holdings, LLC, Deutsche Bank AG New York Branch, as administrative agent, and the lenders party thereto from time to time (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Spectrum Brands Holdings, Inc. (File No. 001-34757) and SB/RH Holdings, LLC (File No. 333-192634-03) on June 23, 2015). |
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10.2
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Security Agreement, dated as of June 23, 2015, by and
among Spectrum Brands, Inc., SB/RH Holdings, LLC, the subsidiary guarantors party thereto from time to time and Deutsche Bank AG New York Branch, as collateral agent (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Spectrum Brands Holdings, Inc. (File No. 001-34757) and SB/RH Holdings, LLC (File No. 333-192634-03) on June 23, 2015). |
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10.3
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Loan Guaranty, dated as of June 23, 2015, by and among
SB/RH Holdings, LLC, the subsidiary guarantors party thereto from time to time and Deutsche Bank AG New York Branch, as administrative agent and collateral agent (incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by Spectrum Brands Holdings, Inc. (File No. 001-34757) and SB/RH Holdings, LLC (File No. 333-192634-03) on June 23, 2015). |
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10.4
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First Amendment dated as of October 6, 2016 (to the
Credit Agreement dated as of June 23, 2015), by and among Spectrum Brands, Inc., SB/RH Holdings, LLC, Deutsche Bank AG New York Branch, as administrative agent, and the lenders party thereto. (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Spectrum Brands Holdings, Inc. (File No. 001-34757) and SB/RH Holdings, LLC (File No. 333-192634-03) on October 6, 2016). |
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10.5
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Second Amendment dated as of March 6, 2017 (to the
Credit Agreement dated as of June 23, 2015), by and among Spectrum Brands, Inc., SB/RH Holdings, LLC, Deutsche Bank AG New York Branch, as administrative agent, and the lenders party thereto. (incorporated herein by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by Spectrum Brands Holdings, Inc. (File No. 001-34757) and SB/RH Holdings, LLC (File No. 333-192634-03) on March 6, 2017). |
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10.6
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Third Amendment dated as of April 7, 2017 (to the
Credit Agreement dated as of June 23, 2015), by and among Spectrum Brands, Inc., SB/RH Holdings, LLC, Deutsche Bank AG New York Branch, as administrative agent, Royal Bank of Canada, as arranger of the Third Amendment, and the lenders party thereto. (incorporated herein by reference to Exhibit 10.6 to the Current Report on Form 8-K filed by Spectrum Brands Holdings, Inc. (File No. 001-34757) and SB/RH Holdings, LLC (File No. 333-192634-03) on April 7, 2017). |
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10.7
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Fourth Amendment dated as of May 16, 2017 (to the
Credit Agreement dated as of June 23, 2015), by and among Spectrum Brands, Inc., SB/RH Holdings, LLC, Deutsche Bank AG New York Branch, as administrative agent, and the lenders party thereto. |
written statements by representatives of Spectrum Brands
and its affiliates are forward-looking statements within
the meaning of the Private Securities Litigation Reform
Act of 1995. These statements include statements
regarding the agreements governing Spectrum Brands
indebtedness, the amendment transaction disclosed in this
report, the indebtedness incurred in connection with such
amendment and the use of proceeds therefrom, including
pending and future acquisitions, and statements
identified by words such as 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
report.
Spectrum Brands ability to manage and otherwise comply
with its covenants with respect to its significant
outstanding indebtedness, (2) our ability to finance,
complete, integrate, and to realize synergies from
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 retailer and consumer demand for
the various types of products Spectrum Brands offers, (5)
unfavorable developments in the global capital 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 Spectrum Brands does business, such as stock market
prices, interest rates, currency exchange rates,
inflation and consumer spending, (9) risks related to the
United Kingdoms 2016 referendum, which called for its
exit from the European Union, (10) Spectrum Brands
ability to successfully implement manufacturing,
distribution and other cost efficiencies and to continue
to benefit from its cost-cutting initiatives, (11)
Spectrum Brands ability to identify, develop and retain
key employees, or (12) unfavorable weather conditions and
various other risks and uncertainties, including those
discussed herein and those set forth in the filings to
the federal securities laws of each of Spectrum Brands
Holdings, Inc. and SB/RH Holdings, LLC, including each of
their most recently filed Annual Reports on Form 10-K or
Quarterly Reports on Form 10-Q.
estimates of trends, market share, retail consumption of
its products and reasons for changes in such consumption
are based solely on limited data available to Spectrum
Brands and managements reasonable assumptions about
market conditions, and consequently may be inaccurate, or
may not reflect significant segments of the retail
market. Spectrum Brands also cautions the reader that
undue reliance should not be placed on any
forward-looking statements, which speak only as of the
date of this report. Spectrum Brands undertakes 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.
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. SPECTRUM BRANDS HOLDINGS, INC. (NYSE:SPB) Recent Trading Information
SPECTRUM BRANDS HOLDINGS, INC. (NYSE:SPB) closed its last trading session down -1.52 at 129.37 with 749,105 shares trading hands.