SPECTRUM BRANDS HOLDINGS, INC. (NYSE:SPB) Files An 8-K Regulation FD Disclosure

On May 9, 2017, Spectrum Brands Holdings, Inc. (the
Company) issued a press release, which is attached
hereto as Exhibit 99.1.

The information disclosed to this Item 7.01 (including the
information disclosed in the press release attached hereto as
Exhibit 99.1) shall be deemed furnished and not filed for
purposes of applicable securities laws and such information
shall not be deemed to be incorporated by reference into any
registration statement, offering document or any other filing
of Spectrum Brands or its affiliates to applicable securities
laws, notwithstanding any statement which may appear in another
document purporting to incorporate this report therein.

On May 9, 2017, the Company announced that its wholly-owned
subsidiary, Spectrum Brands, Inc. (Spectrum Brands) is
launching a transaction which, if successful, would increase
its U.S dollar denominated term loan facility from $1.0 billion
to $1.25 billion but would otherwise maintain the existing
terms of the facility. Spectrum Brands expects to close this
transaction in May of 2017. The proceeds of the borrowing will
be used for general corporate purposes, including funding
acquisitions.

Item 9.01. Financial Statements and Exhibits.

Certain matters discussed herein and other oral and 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 proposed
transaction described above 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.

Actual results may differ materially as a result of (1)
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.

Spectrum Brands also cautions the reader that its 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.