(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
(Address of principal executive offices) |
||||
( |
||||
(Registrant’s telephone number, including area code) |
||||
Not applicable |
||||
(Former Name or Former Address, if Changed Since Last Report) |
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)) |
Spectrum Brands Holdings, Inc. |
||||||
SB/RH Holdings, LLC |
Spectrum Brands Holdings, Inc. |
☐ | |||||
SB/RH Holdings, LLC |
☐ |
Registrant |
Title of Each Class |
Trading Symbol |
Name of Exchange On Which Registered | |||
Spectrum Brands Holdings, Inc. |
Item 8.01 |
Other Events. |
(in billions, rounded) |
||||
Cash proceeds from HHI Sale |
$ | 4.4 | ||
Less: |
||||
Direct costs relating to the sale |
(0.1 | ) | ||
Taxes payable, after taking into account tax sharing arrangements |
(0.8 | ) | ||
Less: |
||||
Repayment of debt |
(1.8 | ) | ||
Capital expenditures and purchases of assets |
(0.5 | ) | ||
|
|
|||
Remaining Net Proceeds |
$ | 1.2 |
• | amounts presented in this report do not reflect the use of any Net Proceeds to complete the tender offers described above because as of the date of this report, SBI has not completed the purchase of any Notes pursuant to the tender offers; |
• | amounts presented in this report are approximations and subject to change; |
• | amounts presented do not include any further investments or capital expenditures in the existing business or any asset acquisitions that could occur before an Asset Sale Offer is required to be made; |
• | whether or not SBI would be required to make an Asset Sale Offer depends on a number of factors, including the outcome of the tender offers and any other actions that SBI may take before an Asset Sale Offer is required to be made; and |
• | if applicable to a series of Notes, any Asset Sale Offer is only required to be made if the amount of available Net Proceeds on June 20, 2024 exceeds $50.0 million. |
SPECTRUM BRANDS HOLDINGS, INC. | ||||||
By: | /s/ Jeremy W. Smeltser | |||||
Name: | Jeremy W. Smeltser | |||||
Title: | Executive Vice President and Chief Financial Officer | |||||
SB/RH HOLDINGS, LLC | ||||||
By: | /s/ Jeremy W. Smeltser | |||||
Name: | Jeremy W. Smeltser | |||||
Title: | Executive Vice President and Chief Financial Officer |