UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported):  February 2, 2011 (February 1, 2011)

SPECTRUM BRANDS, INC.
 (Exact name of registrant as specified in its charter)

(608) 275-3340
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.          Entry into a Material Definitive Agreement.

On February 1, 2011, Spectrum Brands, Inc. (the “Company”) completed the previously disclosed refinancing of its Credit Agreement (the “Original Term Credit Agreement”), dated June 16, 2010, by and among SB/RH Holdings, LLC (“SB/RH Holdings”), Credit Suisse AG, as administrative agent, and the lenders party thereto, which provided for a $750 million term loan facility (the “Original Term Facility”) on terms and subject to conditions contained in the Original Term Credit Agreement.  The Company refinanced the outstanding $680 million principal amount of the Original Term Facility (the “Restated Term Facility’) pursuant to the Amendment and Consent, dated as of February 1, 2011 (the “Amendment”), and the Amended and Restated Credit Agreement, dated as of February 1, 2011 (the “Restated Term Credit Agreement”). In connection with the refinancing, the Company expects to record a pre-tax charge of approximately $43 million, of which nearly $36 million is non-cash, in the second quarter of fiscal 2011 ending April 3, 2011.

The Restated Term Facility has the same maturity date of June 16, 2016 and contains the same financial covenants, affirmative covenants and events of default as the Original Credit Agreement.  The negative covenants under the Restated Term Credit Agreement are also substantially similar to the negative covenants in the Original Credit Agreement, except that the Restated Term Credit Agreement provides the Company with a more favorable ability to repurchase other indebtedness and more flexibility for the Company and the guarantors of the Restated Term Facility (collectively, the “Loan Parties”)  to transfer assets, subject to an aggregate cap, to other subsidiaries of the Company under certain circumstances.  Among other things, the Restated Term Credit Agreement contains the following terms which are the same as the comparable provisions under the Original Term Credit Agreement:

• The Company, subject to certain conditions, may increase the amount of the commitment thereunder by an aggregate incremental amount up to $100 million (net of any increase in commitments under the ABL Loan Agreement). As of the date hereof, such incremental amount has not been committed to by any lender.  Obligations under the Restated Term Credit Agreement continue to be guaranteed by SB/RH Holdings and all of the Company’s current and future domestic subsidiaries. The Company’s borrowings under the Restated Term Credit Agreement are secured by (i) first-priority liens on all assets other than Current Asset Collateral (the “Non-Current Asset Collateral”), which Non-Current Asset Collateral also secures the Notes on a pari passu basis and (ii) second-priority liens on the Current Asset Collateral securing obligations under the ABL Loan Agreement, in each case, subject to permitted liens and certain exceptions.
• Subject to exceptions, the Company is required to make certain mandatory prepayments, in amounts equal to (i) 50% (reduced to 25% upon the achievement of a certain specified leverage ratio) of excess cash flow (defined in the Restated Term Credit Agreement the same as the Original Term Credit Agreement) at the end of each fiscal year, (ii) 100% of the net cash proceeds from certain asset sales by the Loan Parties and certain casualty and condemnation events (subject to certain exceptions and reinvestment provisions), (iii) 100% of the net cash proceeds from the issuance or incurrence after the closing date of any additional debt by us or any of our subsidiaries excluding debt permitted under the Restated Term Credit Agreement, and (iv) 100% of net cash proceeds of any purchase price adjustment relating to the Transaction (including the Amendment).
• The Company is required to comply, and to cause its subsidiaries to comply, with various covenants (including maintenance of a maximum leverage ratio and a minimum interest coverage ratio), reporting requirements and other customary requirements for similar facilities.
• The Restated Term Credit Agreement also contains customary events of default, including failure to make payments when due, default under other material indebtedness, breach of covenants, breach of representations and warranties, involuntary or voluntary bankruptcy, and material judgments. During the continuation of a payment default, the Company is required to pay interest at the default rate specified under the Restated Term Credit Agreement.

The following terms under the Restated Term Credit Agreement have been amended, from the comparable provisions under the Original Term Credit Agreement:

• The Restated Term Facility, issued at par, bears interest, at the Company’s option, at a rate per annum equal to the LIBOR rate (adjusted for statutory reserves) subject to a 1.00% floor plus a margin equal to 4.00%, or an alternate base rate plus a margin equal to 3.00%.  The LIBOR rate floor and the corresponding margins under the Original Term Credit Agreement were 1.50%, 6.50% and 5.50%.  In connection with the closing of the Restated Term Facility, the Company paid arrangement fees to Credit Suisse AG.
• Voluntary prepayments of borrowings under the Restated Term Credit Agreement are permitted at any time, in agreed-upon minimum principal amounts. There is a prepayment fee equal to 1.00% of the principal amount of the loans under the Restated Term Facility either optionally prepaid or mandatorily prepaid with proceeds from indebtedness not permitted to be incurred under the Restated Term Credit Agreement in connection with a “repricing transaction” (as defined in the Restated Term Credit Agreement) on or prior to the one year anniversary of the date of the Amendment. Prepayments made after June 16, 2011 will not be subject to premium or penalty (except LIBOR breakage costs, if applicable).
• The Restated Term Facility amortizes at 1% of the $680 million restated principal amount per annum, with the balance being due on the maturity date.  By comparison, the Original Credit Facility amortized at a rate of 2.5% for the first year and 5% per year thereafter, with the balance being due on the maturity date.

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.

Item 1.02.          Termination of a Material Definitive Agreement.

The information contained in Item 1.01 above is hereby incorporated by reference into this Item 1.02.

Item 2.03.          Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained in Item 1.01 above is hereby incorporated by reference into this Item 2.03.

Item 8.01.          Other Events.

On February 2, 2011, Spectrum Brands Holdings, Inc. issued a press release (the “Press Release”) announcing the closing of the refinancing described in Item 1.01 above. A copy of the Press Release is furnished as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.

EXHIBIT INDEX

Exhibit 99.1

Spectrum Brands Completes Refinancing of $680 Million Senior Secured Term Loan at Lower Interest Rate

MADISON, Wis.--(BUSINESS WIRE)--February 2, 2011--Spectrum Brands Holdings, Inc. (“SBH”)(NYSE: SPB) and Spectrum Brands, Inc. (“SBI”, and, together with SBH, the “Company”) announced today they have completed the refinancing of SBI’s existing $680 million Senior Secured Term Loan at a lower interest rate, reflecting improved credit market conditions and the Company’s strong performance and favorable outlook.

The new SBI $680 million Senior Secured Term Loan facility, issued at par and due June 2016, includes an interest rate of LIBOR plus 400 basis points, with a LIBOR minimum of 100 basis points, compared with SBI’s original term loan’s interest rate of LIBOR plus 650 basis points and a LIBOR minimum of 150 basis points. The new facility reduces scheduled amortization to approximately $7 million per year, contains a one-year soft call protection of 1 percent on refinancing but none on other voluntary prepayments, and has the same financial, negative (other than a more favorable ability to repurchase other indebtedness) and affirmative covenants and events of default as the existing facility.

At today’s interest rates and assuming a $680 million term loan balance, this pricing would reduce the Company’s annual cash interest expense by more than $20 million.

In connection with the refinancing, the Company expects to record a pre-tax charge of approximately $43 million, of which nearly $36 million is non-cash, in the second quarter of fiscal 2011 ending April 3, 2011.

The Company reiterated its expectations for fiscal 2011, which began October 1, 2010, to increase adjusted EBITDA to $455-$465 million and free cash flow to $155-$165 million while achieving a cumulative debt reduction on its Senior Secured Term Loan of at least $200 million.

The Company made voluntary prepayments of $50 million in November 2010 and $20 million in December 2010 on its original $750 million Senior Secured Term Loan of June 2010, for a total prepayment amount of $70 million to date.

About Spectrum Brands Holdings, Inc. and Spectrum Brands, Inc.

Spectrum Brands Holdings, Inc., a member of the Russell 2000 Index, operating through its wholly owned subsidiary Spectrum Brands, Inc. (together, the “Company” or “Spectrum Brands”) is a global, diversified and market-driven consumer products company and a leading supplier of batteries, shaving and grooming products, personal care products, small household appliances, specialty pet supplies, lawn & garden and home pest control products, personal insect repellents and portable lighting. Helping to meet the needs of consumers worldwide, the Company offers a broad portfolio of market-leading and widely trusted brands including Rayovac®, Remington®, Varta®, George Foreman®, Black & Decker®, Toastmaster®, Tetra®, Marineland®, Nature’s Miracle®, Dingo®, 8-in-1®, Littermaid®, Spectracide®, Cutter®, Repel®, and Hot Shot®. Spectrum Brands’ products are sold by the world's top 25 retailers and are available in more than one million stores in more than 120 countries around the world. Spectrum Brands generated net sales of $3.1 billion from continuing operations in fiscal 2010. For more information, visit www.spectrumbrands.com.

Forward-Looking Statements

Certain matters discussed in this news release and other oral and written statements by representatives of the Company regarding matters such as the Company’s ability to meet its expectations for its fiscal 2011 (including its ability to increase its adjusted EBITDA and free cash flow and reduce its cumulative debt), 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) Spectrum Brands' ability to manage and otherwise comply with its covenants with respect to its significant outstanding indebtedness, (2) risks related to our ability to integrate, and to realize synergies from, the combined businesses of Spectrum Brands and Russell Hobbs, (3) risks that 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 consumer demand for the various types of products Spectrum Brands offers, (5) unfavorable developments in the global credit 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) Spectrum Brands' ability to successfully implement manufacturing, distribution and other cost efficiencies and to continue to benefit from its cost-cutting initiatives, (10) Spectrum Brands' ability to identify, develop and retain key employees, (11) unfavorable weather conditions and various other risks and uncertainties, including those discussed herein and those set forth in the securities filings of each of Spectrum Brands Holdings, Inc. and Spectrum Brands, Inc., including each of their most recently filed Annual Reports on Form 10-K or Quarterly Reports on Form 10-Q. Spectrum Brands 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 management's 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 release. 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.

CONTACT:
Spectrum Brands Holdings, Inc.
Dave Prichard, 608-278-6141