Spectrum Brands Announces Pricing of Private Offering of $300 Million of New Exchangeable Senior Notes

Spectrum Brands Holdings, Inc. (NYSE: SPB; “Parent”), announced today that its wholly-owned subsidiary, Spectrum Brands, Inc. (“Spectrum Brands” or the “Company”) has priced its private offering of $300 million in aggregate principal amount of its 3.375% exchangeable senior notes due 2029 (the “Exchangeable Notes”) in a private placement (the “Offering”) to eligible purchasers under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”).

The Company intends to use the net proceeds from the Offering (i) to fund the $21.6 million cost of entering into the capped call transactions (as described below), (ii) to repurchase approximately $50 million of shares of common stock of Parent (“Parent Common Stock”) concurrently with the pricing of the offering of the Exchangeable Notes in privately negotiated transactions effected through one of the initial purchasers or its affiliates and (iii) for general corporate purposes.

In connection with the Offering, if the initial purchasers sell more Exchangeable Notes than the total principal amount of the Exchangeable Notes set forth above, the Company has granted the initial purchasers the option to purchase, for settlement within a 13-day period beginning on, and including, the date the Exchangeable Notes are first issued, up to an additional $50 million aggregate principal amount of Exchangeable Notes. The sale of the Exchangeable Notes is expected to close on or about May 23, 2024, subject to customary closing conditions, and is expected to result in $291.6 million in net proceeds to the Company, after deducting the initial purchasers’ discount (assuming no exercise of the initial purchasers’ option) but before deducting estimated offering expenses payable by the Company and the cost of the capped call transactions referred to below.

If the initial purchasers exercise their option to purchase additional Exchangeable Notes, then the Company intends to use a portion of the additional net proceeds to fund the cost of entering into additional capped call transactions (as described below) and the remaining net proceeds for general corporate purposes.

The Exchangeable Notes will be senior, unsecured obligations of the Company, and accrue interest at a rate of 3.375% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2024. The Exchangeable Notes will mature on June 1, 2029, unless repurchased, redeemed or exchanged in accordance with their terms prior to such date.