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SPB > SEC Filings for SPB > Form 8-K on 2-Nov-2012All Recent SEC Filings




Entry into a Material Definitive Agreement, Financial Statements a

Item 1.01 Entry into a Material Definitive Agreement.

On November 1, 2012, Spectrum Brands Escrow Corp. (the "Escrow Issuer"), a wholly owned subsidiary of Spectrum Brands Holdings, Inc. ("SB Holdings"), entered into a Purchase Agreement (the "Purchase Agreement") with the initial purchasers named therein (the "Initial Purchasers"). Pursuant to the Purchase Agreement, the Initial Purchasers have agreed to purchase, and the Escrow Issuer has agreed to sell, $520 million aggregate principal amount of the Escrow Issuer's 6.375% Senior Notes due 2020 (the "2020 Notes") and $570 million aggregate principal amount of the Escrow Issuer's 6.625% Senior Notes due 2022 (the "2022 Notes" and together with the 2020 Notes, the "Notes"). Spectrum Brands, Inc. ("SBI"), an indirect wholly-owned subsidiary of SB Holdings intends to assume Escrow Issuer's obligations under the Notes and to use the proceeds of the Notes to fund a portion of the purchase price and related fees and expenses for the previously announced acquisition of the hardware and home improvement business from Stanley Black & Decker, Inc. (the "Acquisition"). Upon the closing of the Acquisition, the Notes will be assumed by SBI and be fully and unconditionally guaranteed by certain of SBI's subsidiaries.

The 2020 Notes were priced at 100.00% of par with a coupon of 6.375%, plus accrued interest, if any, from November 16, 2012. The 2022 Notes were priced at 100.00% of par with a coupon of 6.625%, plus accrued interest, if any, from November 16, 2012. The Purchase Agreement contains representations and warranties, covenants and closing conditions that are customary for transactions of this type. In addition, the Escrow Issuer has agreed to indemnify the Initial Purchasers against certain liabilities on customary terms. A copy of the press release issued by SB Holdings with respect to the Escrow Issuer's agreement to sell the Notes is furnished hereto as Exhibit 99.1.

The Notes offered in the offering will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent such registration or an exemption from the registration requirements of such Act. This report shall not constitute an offer to sell or a solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction where such an offering or sale would be unlawful.

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.

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

Exhibit No. Description
99.1 Press Release dated November 1, 2012.

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