Item 1.01. Entry into a Material Definitive Agreement.
On June 16, 2010, Spectrum Brands, Inc. (the "Company"), together with certain
domestic subsidiaries of the Company, as borrowers (collectively with the
Company, "Spectrum"), entered into that certain Loan and Security Agreement (as
amended from time to time, the "ABL Loan Agreement"), with SB/RH Holdings, LLC,
as a guarantor, Bank of America, N.A., as administrative agent (the
"Administrative Agent"), Credit Suisse Securities (USA) LLC and Deutsche Bank
Securities Inc., as co-syndication agents, SunTrust Bank and Harris N.A., as
co-documentation agents, Banc of America Securities LLC, Credit Suisse
Securities (USA) LLC and Deutsche Bank Securities Inc. as joint lead arrangers
and joint bookrunners, and the lenders party thereto, which provided for a $300
million senior secured revolving facility (the "ABL Facility"). Effective as of
May 24, 2012, Spectrum entered into that certain fourth amendment to ABL Loan
Agreement, pursuant to which the Administrative Agent and the lenders under the
ABL Loan Agreement consented to certain amendments, including, without
limitation, the following:
• The maturity date under the ABL Loan Agreement was extended from April
21, 2016 to the earlier of (i) 45 days prior to the maturity date of
the senior term loan debt and (ii) May 24, 2017.
• The interest margins under the ABL Facility were reduced to, depending
on the leverage ratio, either (i) base rate plus a margin equal to
0.50%, 0.75% or 1.00% per annum (previously 1.00%, 1.25% or 1.50%), as
applicable, or (ii) LIBOR plus a margin equal to 1.50%, 1.75% or 2.00%
per annum (previously 2.00%, 2.25% or 2.50%), as applicable.
• The unused commitments fee payable by Spectrum were reduced to (i) a
rate per annum equal to 0.25% (previously 0.375%) when utilization
equals or exceeds 50% of the aggregate commitments under the ABL
Facility and (ii) a rate per annum equal to 0.375% (previously 0.50%)
when utilization is less than 50% of such commitments.
• The covenants in respect of Administrative Agent's inspection rights
and certain restrictions on liens, debt, acquisitions and prepayments
of subordinated debt were amended to be more favorable to, and
generally allow greater operational flexibility for, the Company and
the other borrowers.
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This summary does not purport to be complete and is qualified in its entirety by
reference to the terms of the documents referenced herein which will be filed as
an exhibit to the Company's next quarterly report on Form 10-Q. Interested
parties should read these documents in their entirety.