Unassociated Document
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:
March
12, 2007
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(Date
of earliest event reported)
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SPECTRUM
BRANDS, INC.
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(Exact
Name of Registrant as Specified in
Charter)
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Wisconsin
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001-13615
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22-2423556
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(State
or other Jurisdiction of
Incorporation)
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(Commission
File No.)
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(IRS
Employer Identification No.)
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Six
Concourse Parkway, Suite 3300, Atlanta, Georgia 30328
(Address
of principal executive offices, including zip code)
(770)
829-6200
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(Registrant's
telephone number, including area
code)
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N/A
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(Former
Name or Former Address, if Changed Since Last
Report)
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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:
o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o |
Soliciting
material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o |
Pre-commencement
communications
pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o |
Pre-commencement
communications
pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
As
previously publicly disclosed, on January 16, 2007, Spectrum Brands, Inc. (the
“Company”)
received a purported notice of default (the “Notice”)
from
entities claiming to be the holders of or to have discretionary authority in
respect of the Company’s 8 1/2% Senior Subordinated Notes due 2013 (the
“Notes”)(such
entities, the “Purported
Noteholders”).
The
Notice asserted that the Company’s incurrence of indebtedness under the
Company’s Fourth Amended and Restated Credit Agreement dated as of February 7,
2005 gave rise to certain defaults relating to the incurrence of indebtedness,
incurrence of liens and delivery of proper notice under the indenture governing
the Notes (the “Indenture”).
On
March
12, 2007, the
Company entered into an exchange and forbearance agreement (an “Agreement”)
with
certain of the Purported Noteholders who have represented that they own a
majority in principal amount of the outstanding Notes. Under the terms of the
Agreement, these Purported Noteholders have agreed (i) not to exercise any
rights or remedies which may be available to them under the Indenture in respect
of certain
alleged
defaults, (ii) to tender their Notes in an exchange offer and (iii) to consent
to (A) amendments to the Indenture to remove substantially all of the
restrictive covenants and certain events of default, (B) waive the alleged
defaults and (C) agree
not
to take certain actions under any other debt agreement or instrument of the
Company.
The
Agreement provides a right of termination in the event of certain breaches
of
the Agreement or at any time from and after April 10,
2007
in the event the exchange offer has not been successfully
completed.
The
foregoing summary of the terms and conditions of the Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text
of
the Agreement attached as Exhibit 10.1 hereto, and which is incorporated herein
by reference.
A
copy of
the press release announcing the Agreement is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
ITEM
8.01. OTHER EVENTS
Exchange
Offer and Consent Solicitation
On
March
12, 2007, Spectrum Brands, Inc. (the “Company”)
issued
a press release announcing that it intends to commence an exchange offer and
consent solicitation to refinance the $350 million in aggregate principal amount
outstanding of its 8 1/2% Senior Subordinated Notes due 2013 (the “Notes”)
and
has entered into an agreement with certain holders of the Notes in connection
with the exchange offer and consent solicitation. A copy of the press release
is
attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Senior
Credit Facility Refinancing
In
addition, on March 12, 2007, the Company issued a press release announcing
that
Goldman Sachs Credit Partners L.P. and Banc of America Securities LLC have
committed to refinance the Company’s Fourth Amended and Restated Credit
Agreement dated as of February 7, 2005. A copy of the press release is attached
hereto as Exhibit 99.2 and is incorporated herein by reference.
Certain
Asset Sales
As
previously announced, the Company has engaged in discussions to sell the assets
related to its lawn and garden and household insect control product offerings
(the “Home
and Garden Assets”).
While
the Company is currently seeking to sell all or a substantial portion of the
Home and Garden Assets, the timing of any such sales is presently
uncertain.
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements, which are based
on the Company’s current expectations and involve risks and uncertainties,
including, but not limited to, risks and uncertainties relating to (i) the
Company's
ability to refinance
its existing senior credit facility or to successfully consummate the exchange
offer and consent solicitation, (ii) the impact of such refinancing and exchange
offer and consent solicitation on the operation of the Company and the actions
of its senior lenders and noteholders and (iii) the ability to identify
potential buyers for the Home and Garden Assets and to consummate any such
sale.
The
Company cautions the reader that actual results could differ materially from
the
expectations described in the forward-looking statements. The Company also
cautions the reader that undue reliance should not be placed on any of the
forward-looking statements, which speak only as of the date of this report.
The
Company undertakes no 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.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d)
Exhibits
10.1
Exchange and Forbearance Agreement dated as of March 12, 2007.
99.1 Press
Release dated March 12, 2007 issued by Spectrum Brands, Inc to announce the
exchange offer for its
8
1/2% Senior Subordinated Notes due 2013 (the “Notes”)
and
an
agreement with certain holders of the Notes.
99.2 Press
Release dated March 12, 2007 issued by Spectrum Brands, Inc to announce that
Goldman
Sachs Credit Partners L.P. and Banc of America Securities LLC have committed
to
refinance the Company’s Senior Credit Facility.
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.
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Date:
March 12, 2007
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SPECTRUM
BRANDS,
INC. |
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By: |
/s/
Randall J. Steward |
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Name:
Randall J. Steward |
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Title:
Executive Vice President and
Chief Financial Officer
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EXHIBIT
INDEX
Exhibit
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Description
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10.1
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Exchange
and Forbearance Agreement dated as of March 12, 2007.
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99.1
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Press
Release dated March 12, 2007 issued by Spectrum Brands, Inc to announce
the exchange offer for its
8 1/2% Senior Subordinated Notes due 2013 (the “Notes”)
and
an agreement with certain holders of the Notes.
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99.2
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Press
Release dated March 12, 2007 issued by Spectrum Brands, Inc to announce
that Goldman
Sachs Credit Partners L.P. and Banc of America Securities LLC have
committed to refinance the Company’s Senior Credit Facility.
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