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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):  January 23, 2019

SPECTRUM BRANDS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

SB/RH HOLDINGS, LLC

(Exact name of registrant as specified in its charter)

 

 

3001 Deming Way

Middleton, Wisconsin 53562

(Address of principal executive offices) (Zip Code)

(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§232.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

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Item 7.01

Regulation FD Disclosure.

As previously disclosed, on December 31, 2018, Spectrum Brands Holdings, Inc. (“Spectrum Brands” or the “Company”) issued a conditional notice to redeem all or a portion of its (as successor to HRG Group, Inc.) 7.750% Senior Notes due 2022 (the “Notes”). On January 23, 2019, the Company issued a supplemental notice (the “Supplemental Notice of Redemption”) informing holders of the Notes that the Company will redeem all outstanding Notes on January 30, 2019. A copy of the Supplemental Notice of Redemption is attached hereto as Exhibit 99.1 and is incorporated into this report by reference.

This information in this report, including the Exhibit hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date of this report.

Item 9.01

Financial Statements and Exhibits

 

(d)         Exhibits.

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  January 23, 2019	SPECTRUM BRANDS HOLDINGS, INC.
	SB/RH HOLDINGS, LLC
	By:	/s/Ehsan Zargar
	Name:	Ehsan Zargar
	Title:	Executive Vice President, General Counsel & Corporate Secretary

 

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Supplemental Notice of Redemption

Spectrum Brands Holdings, Inc. (formerly HRG Group, Inc.)

7.750% Senior Notes due 2022

*CUSIP Number 40434J AC4

Reference is made to the Conditional Notice of Redemption dated December 31, 2018 (the “Original Notice”) relating to the redemption on January 30, 2019 (the “Redemption Date”) of the Notes issued by Spectrum Brands Holdings, Inc. (formerly known as “HRG Group, Inc.”) (the “Issuer”) pursuant to the Indenture dated as of January 21, 2014 (the “Indenture”), by and among the Issuer and Wells Fargo Bank, National Association, as trustee (the “Trustee”). A copy of the Original Notice is attached hereto as Exhibit A. This Supplemental Notice of Redemption supplements the Original Notice. Capitalized terms used and not otherwise defined herein have the meanings set forth in the Original Notice.

Notice is hereby given to the holders of the Notes that the Redemption Conditions have been satisfied and the Issuer will redeem all outstanding Notes on the Redemption Date at the Redemption Price.

*Neither the Issuer nor the Trustee shall be held responsible for the selection or use of the CUSIP number, nor is any representation made as to its correctness or accuracy indicated in this Supplemental Notice of Redemption.  It is included solely for convenience of the noteholders.

By:  Spectrum Brands Holdings, Inc. (formerly HRG Group, Inc.)

Date:  January 23, 2019

Original Notice

Conditional Notice of Redemption

Spectrum Brands Holdings, Inc. (formerly HRG Group, Inc.)

7.750% Senior Notes due 2022

*CUSIP Number 40434J AC4

NOTICE IS HEREBY GIVEN THAT, pursuant to Article 3 of the Indenture, dated as of January 21, 2014 (as amended and supplemented through the date hereof, the “Indenture”), between Spectrum Brands Holdings, Inc. (formerly known as “HRG Group, Inc.”), as issuer (the “Issuer”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”), and Section 3 of the Notes (as defined below), the Issuer has elected to redeem all outstanding 7.750% Senior Notes due 2022 (CUSIP No. 40434J AC4) (the “Notes”) on January 30, 2019 (the “Redemption Date”), at a price of 101.938% of the principal amount of the Notes redeemed, plus accrued and unpaid interest thereon to the Redemption Date, which interest shall be approximately $3.23 per $1,000 principal amount thereof (the “Redemption Price”). The redemption is conditioned on (i) completion of the divestiture of Spectrum Brands, Inc.’s (“Spectrum”) global battery, lighting and portable power business and (ii) the receipt of sufficient distributable funds from Spectrum to fund the aggregate Redemption Price following the application of the proceeds of the divestiture and revolving credit facility proceeds to repay Spectrum’s term loan in full, repay Spectrum’s loan from the Issuer in full and make capital expenditures (and such funds shall have been distributed to the Issuer prior to the Redemption date) (the “Redemption Conditions”). If only the Redemption Condition in clause (i) above is satisfied and Spectrum repays its term loan in full and the loan from the Issuer in full, but does not receive a distribution from Spectrum sufficient to redeem all of the Notes, the Issuer will redeem the Notes to the extent of the loan repayment and any distributions actually received. If any Note is redeemed in part, on and after the Redemption Date, upon surrender of such Note, new Notes equal in principal amount to the unredeemed portion will be issued.

Wells Fargo Bank, National Association is acting as paying agent (the “Paying Agent”).  Payment of the Redemption Price will become due and payable on the Redemption Date only upon presentation and surrender of the Notes to the Paying Agent as follows:

 

Unless the Issuer defaults in making the redemption payment, interest on the Notes called for redemption shall cease to accrue on and after the Redemption Date and the only remaining right of the holders of the Notes is to receive payment of the Redemption Price upon surrender to the Paying Agent.

IMPORTANT NOTICE

Under the Internal Revenue Code of 1986, as amended, 24% or more of any payment to a Holder of the Notes will be withheld if a tax identification number and additional information is not properly certified on an Internal Revenue Service (“IRS”) Form W-9 or a properly executed applicable IRS Form W-8, if applicable, is not provided.

IMPORTANT INFORMATION REGARDING TAX CERTIFICATION AND POTENTIAL WITHHOLDING

Pursuant to U.S. federal tax laws, you have a duty to provide the applicable type of tax certification form issued by the U.S. IRS to Wells Fargo Bank, N.A. Corporate Trust Services to ensure payments are reported accurately to you and to the IRS.  In order to permit accurate withholding (or to prevent withholding), a complete and valid tax certification form must be received by Wells Fargo Bank, N.A. Corporate Trust Services before payment of the redemption proceeds is made to you. Failure to timely provide a valid tax certification form as required will result in the maximum amount of U.S. withholding tax being deducted from any redemption payment that is made to you.

*Neither the Issuer nor the Trustee shall be held responsible for the selection or use of the CUSIP number, nor is any representation made as to its correctness or accuracy indicated in this Conditional Notice of Redemption.  It is included solely for convenience of the noteholders.

By:  Spectrum Brands Holdings, Inc. (formerly HRG Group, Inc.)

Date:  December 31, 2018

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