UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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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:
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Securities registered pursuant to Section 12(b) of the Exchange Act:
| Registrant | Title of Each Class | Trading Symbol | Name of Exchange on Which Registered | |||
| Spectrum Brands Holdings, Inc. |
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).
| Spectrum Brands Holdings, Inc. | ||
| SB/RH Holdings, LLC |
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.
| Spectrum Brands Holdings, Inc. | ☐ | |
| SB/RH Holdings, LLC | ☐ |
| Item 7.01 | Regulation FD Disclosure. |
On May 5, 2023, Spectrum Brands Holdings, Inc. (the “Company”) issued a press release announcing that it has agreed to a stipulation with the U.S. Department of Justice (“DOJ”) to settle the DOJ’s challenge of ASSA ABLOY’s acquisition of the Company’s Hardware and Home Improvement segment. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information furnished pursuant to this Item 7.01, including the attached press release, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information or exhibits be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing by the Company with the Securities and Exchange Commission.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release, dated May 5, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: May 5, 2023
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SPECTRUM BRANDS HOLDINGS, INC. SB/RH HOLDINGS, LLC |
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| By: | /s/ Ehsan Zargar | |||
| Name: | Ehsan Zargar | |||
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |||
Exhibit 99.1
Spectrum Brands
and the DOJ Reach a
Settlement Regarding the HHI acquisition
MIDDLETON, Wis. – Spectrum Brands Holdings, Inc. (NYSE: SPB, “Spectrum Brands” or the “Company”), a leading global branded consumer products and home essentials company focused on driving innovation and providing exceptional customer service, today announced that it has agreed to a stipulation with the U.S. Department of Justice (the “DOJ”) to settle the DOJ’s challenge of ASSA ABLOY’s acquisition of the Company’s Hardware and Home Improvement segment (“HHI”).
As previously announced, on September 8, 2021, Spectrum Brands announced an agreement to sell HHI to ASSA ABLOY for $4.3 billion in cash, subject to customary adjustments. On September 15, 2022, the DOJ filed a lawsuit to block the closing of the HHI sale. On December 2, 2022, ASSA ABLOY announced an agreement to sell its Emtek and the Smart Residential Business in the U.S. and Canada to Fortune Brands, a strong and experienced player in the home hardware and security markets.
David Maura, the Company’s Chief Executive Officer, said, “We are very pleased to have reached agreement with the DOJ, which is a critical milestone toward putting HHI in the hands of ASSA ABLOY, who we believe will enhance HHI’s ability to bring consumers better innovation and product choice.”
The closing of the transaction is subject to satisfaction of customary closing conditions. Approval of the Mexican competition authority is the only outstanding regulatory approval. The Company continues to expect to close this transaction on or prior to June 30, 2023.
About Spectrum Brands
Spectrum Brands Holdings is a home-essentials company with a mission to make living better at home. We focus on delivering innovative products and solutions to consumers for use in and around the home through our trusted brands. We are a leading supplier of specialty pet supplies, lawn and garden and home pest control products, personal insect repellents, shaving and grooming products, personal care products, and small household appliances. Helping to meet the needs of consumers worldwide, Spectrum Brands offers a broad portfolio of market-leading, well-known and widely trusted brands including Tetra®, DreamBone®, SmartBones®, Nature’s Miracle®, 8-in-1®, FURminator®, Healthy-Hide®, Good Boy®, Meowee!®, OmegaOne®, Spectracide®, Cutter®, Repel®, Hot Shot®, Rejuvenate®, Black Flag®, Liquid Fence®, Remington®, George Foreman®, Russell Hobbs®, Black+Decker®, PowerXL®, Emeril Lagasse®, and Copper Chef®. For more information, please visit www.spectrumbrands.com. Spectrum Brands – A Home Essentials Company™.
Forward Looking Statements
Certain matters discussed in this press release 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 based upon our current expectations of future events and projections and are subject to a number of risks and uncertainties, many of which are beyond our control and some of which may change rapidly, actual results or outcomes may differ materially from those expressed or implied herein, and you should not place undue reliance on these statements. Important factors and uncertainties that could cause our actual results to differ materially from those expressed or implied herein include, without limitation: (1) the risk that the court fails to enter of the agreed stipulation, (2) the risk that ASSA ABLOY and Fortune fail to satisfy the conditions to closing of the divestiture transaction and / or otherwise fail to consummate the divestiture transaction, (3) the ability to consummate the announced transaction on the expected terms and within the anticipated time period, or at all, which is dependent on the parties’ ability to satisfy certain closing conditions and our ability to realize the benefits of the transaction, including reducing the leverage of the Company, invest in the organic growth of the Company, fund any future acquisitions, returning capital to shareholders, and/or maintain its quarterly dividends; (4) the risk that regulatory approvals that are required to complete the proposed transaction may not be received, may take longer than expected or may impose adverse conditions; (5) our ability to realize the expected benefits of such transaction and to successfully separate the divested business; and (6) the other risk factors set forth in the securities filings of Spectrum Brands Holdings, Inc. and SB/RH Holdings, LLC, including our fiscal 2022 Annual Report and subsequent Quarterly Reports on Form 10-Q.
Some of the above-mentioned factors are described in further detail in the sections entitled “Risk Factors” in our annual and quarterly reports, as applicable. You should assume the information appearing in this press release is accurate only as of the date hereof, or as otherwise specified, as our business, financial condition, results of operations and prospects may have changed since such date. Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the United States Securities and Exchange Commission, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, to reflect actual results or changes in factors or assumptions affecting such forward-looking statements.
Contacts
Faisal Qadir
608-278-6207
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