SPECTRUM BRANDS HOLDINGS, INC. (NYSE:SPB) Files An 8-K Entry into a Material Definitive Agreement

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.

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Amendment to Agreement and Plan of Merger

On June8, 2018, Spectrum Brands Holdings, Inc., a Delaware corporation (“Spectrum”) entered into an Amendment (“Amendment No.”) to the Agreement and Plan of Merger, dated as of February24, 2018 (the “Merger Agreement”), with HRG Group, Inc., a Delaware corporation (“HRG”), HRG SPV SubI, Inc., a Delaware corporation and direct wholly owned subsidiary of HRG, and HRG SPV SubII, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of HRG.

In accordance with the terms of the Merger Agreement, immediately prior to the effective time of the merger contemplated by the Merger Agreement (the “Merger”), the certificate of incorporation of HRG will be amended and restated to read in its entirety as set forth on Exhibit A to the Merger Agreement (the “Amended HRG Charter”). Amendment No.1 makes certain modifications to the Amended HRG Charter to (1)reflect that Andreas Rouvé, who, as previously disclosed, resigned from the Spectrum board of directors effective April25, 2018, will not be a member of the board of directors of HRG as of the effective time of the Merger; and (2)in connection with the previously disclosed preapprovals granted by the HRG board of directors to certain large institutional advisors from the transfer restrictions under the operation of the Merger Agreement and the provisions of ArticleXIII of the Amended HRG Charter, modify the definition of “Substantial Holder” to clarify that for purposes of applying Section2.1(e) of the Merger Agreement, a person shall not become a Substantial Holder as a result of the issuance of HRG common stock in the Merger if the HRG board of directors has granted such person prior approval to receive such common stock in accordance with Section13.3(b) of the Amended HRG Charter.

Other than as expressly modified to Amendment No.1, the Merger Agreement, which was previously included as Exhibit2.1 to the Current Report on Form 8-K filed by Spectrum with the U.S. Securities and Exchange Commission (the “SEC”) on February26, 2018, remains in full force and effect as originally executed on February24, 2018.

On June 8, 2018, Spectrum established a meeting date of July13, 2018, for a special meeting, to be held at Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York 10022, at which Spectrum stockholders will vote on, among other things, a proposal to adopt the Merger Agreement, as amended. Spectrum stockholders of record at the close of business on May17, 2018 will be entitled to receive notice of the special meeting and to vote at the special meeting.

Item 1.01. Financial Statements and Exhibits.

The following exhibits are attached hereto:

ExhibitNo.

Description of Exhibit

2.1* Agreement and Plan of Merger, dated as of February 24, 2018, by and among Spectrum Brands Holdings, Inc., HRG Group, Inc., HRG SPV Sub I, Inc. and HRG SPV Sub II, LLC (incorporated by reference to Exhibit 2.1 to Spectrum’s Current Report on Form 8-K filed with the SEC on February26, 2018).
2.2 Amendment No.1 to Agreement and Plan of Merger, dated as of June8, 2018, by and among Spectrum Brands Holdings, Inc., HRG Group, Inc., HRG SPV SubI, Inc. and HRG SPV SubII, LLC.
* Incorporated by reference and not filed herewith.

Additional Information and Where You Can Find It

In connection with the proposed transaction, on April10, 2018, HRG filed with the SEC a registration statement on FormS-4 that includes a preliminary joint proxy statement of Spectrum Brands and HRG and that also constitutes a preliminary prospectus for the HRG shares being issued to Spectrum’s stockholders in the proposed transaction. The registration statement was amended on May18, 2018 and on June8, 2018. Spectrum and HRG also may file other documents with the SEC regarding the proposed transaction. This report is not a substitute for the joint proxy statement/prospectus or registration statement or any other document which Spectrum and HRG may file with the SEC. INVESTORS AND SECURITY HOLDERS OF SPECTRUM AND HRG ARE URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the registration statement and the joint proxy statement/prospectus and other documents filed with the SEC (when available) by Spectrum and HRG through the web site maintained by the SEC at www.sec.gov or by contacting the investor relations department of Spectrum and HRG at the contact information listed below.

Spectrum Brands Holdings, Inc.

3001 Deming Way

Middleton, WI 53562

Attention: Investor Relations

HRG Group, Inc.

450 Park Avenue, 29th Floor

New York, NY 10022

Attention: Investor Relations

This report is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. This report is not a substitute for the prospectus or any other document that Spectrum and HRG may file with the SEC in connection with the proposed transaction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section10 of the Securities Act of 1933, as amended.

Participants in the Solicitation

Spectrum, HRG and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Spectrum’s directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is contained in Spectrum’s Form10-K for the year ended September30, 2017, as amended, which is on file with the SEC. Information regarding HRG’s directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is contained in HRG’s Form10-K for the year ended September30, 2017, which is filed with the SEC. A more complete description is available in the registration statement on FormS-4 and the preliminary joint proxy statement/prospectus, which is not complete and may be updated.

Cautionary Statement Regarding Forward-Looking Statements

Certain matters discussed in this report may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We have tried, whenever possible, to identify these statements by using words like “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 release. Actual results may differ materially as a result of (1)the ability to consummate the announced transaction on the expected terms and within the anticipated time period, or at all, which is dependent on the parties’ ability to satisfy certain closing conditions, including the approval of Spectrum’s and HRG’s stockholders, including Spectrum’s stockholders other than HRG; (2)any delay or inability of the combined company to realize the expected benefits of the transaction; (3) changes

in tax laws, regulations, rates, policies or interpretations; (4)the value of the combined company shares to be issued in the transaction; (5)the risk of unexpected significant transaction costs and/or unknown liabilities; (6)potential litigation relating to the proposed transaction; (7)the outcome of Spectrum’s previously announced transaction to sell the Global Battery and Lighting Business and exploration of strategic options for Spectrum’s Appliances business, including uncertainty regarding consummation of any such transaction or transactions and the terms of such transaction or transactions, if any, and, if consummated, Spectrum’s ability to realize the expected benefits of such transaction; (8)the impact of actions taken by significant stockholders; (9)the impact of expenses resulting from the implementation of new business strategies, divestitures or current and proposed restructuring activities; (10)the potential disruption to Spectrum’s or HRG’s business or diverted management attention, and the unanticipated loss of key members of senior management or other employees, in each case as a result of the announced transaction, the previously announced transaction to sell Spectrum’s Global Battery and Lighting Business, in connection with the strategic options for Spectrum’s Appliances business or otherwise; and (11)general economic and business conditions that affect the combined company following the transaction. Risks that could cause actual risks to differ from those anticipated as of the date hereof include those discussed herein, those set forth in the combined securities filings of Spectrum and SB/RH Holdings, LLC, including their most recently filed Annual Report on Form10-K, as amended, as updated in subsequent Quarterly Reports on Form10-Q and those set forth in the securities filings of HRG, including its most recently filed Annual Report on Form10-K.

Spectrum 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 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.

EXHIBIT INDEX

ExhibitNo.

Description of Exhibit

2.1* Agreement and Plan of Merger, dated as of February 24, 2018, by and among Spectrum Brands Holdings, Inc., HRG Group, Inc., HRG SPV SubI, Inc. and HRG SPV SubII, LLC (incorporated by reference to Exhibit 2.1 to Spectrum’s Current Report on Form8-K filed with the SEC on February26, 2018).
2.2 Amendment No.1 to Agreement and Plan of Merger, dated as of June8, 2018, by and among Spectrum Brands Holdings, Inc., HRG Group, Inc., HRG SPV SubI, Inc. and HRG SPV SubII, LLC.
* Incorporated by reference and not filed herewith.


Spectrum Brands Holdings, Inc. Exhibit
EX-2.2 2 d606342dex22.htm EX-2.2 EX-2.2 Exhibit 2.2 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”),…
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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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