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):
June
25, 2009 (June 24, 2009)
SPECTRUM
BRANDS, INC.
(Exact
name of registrant as specified in its 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 Number)
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(IRS
Employer Identification Number)
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Six
Concourse Parkway, Suite 3300
Atlanta,
Georgia
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30328
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(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 (see General Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01. Other
Events.
On February 3, 2009, Spectrum Brands,
Inc. (the "Company") announced that it and its United States subsidiaries
(together with the Company, collectively, the "Debtors") had filed voluntary
petitions in the United States Bankruptcy Court for the Western District of
Texas (the "Bankruptcy Court") seeking reorganization relief under the
provisions of Chapter 11 of Title 11 of the United States Code. The
Chapter 11 cases are being jointly administered by the court as Case No.
09-50456 (the "Bankruptcy Cases"). In connection with the Bankruptcy
Cases, the Debtors, as previously announced, filed an amended joint plan of
reorganization (the “Plan of Reorganization”) with the Bankruptcy
Court.
The Company previously publicly
disclosed that the agent under the Company’s senior term credit facility on
behalf of the lenders opposed the Plan of Reorganization on the grounds that the
Plan of Reorganization does not leave the rights of the lenders under the senior
term credit facility unimpaired and does not reinstate the senior term credit
facility claims without alteration. On June 24, 2009, the Company
issued a press release announcing that it has reached agreement with its senior
term lenders on a settlement that would resolve the senior term lenders’
objection to Spectrum’s proposed plan of reorganization. The press
release, which is attached hereto as Exhibit 99.1, is incorporated by reference
herein.
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. The Company
cautions the reader that actual results could differ materially from the
expectations described in the forward-looking statements. These risks
and uncertainties include, without limitation, (1) risks that the bankruptcy
cases disrupt current plans and operations; (2) risks that the Company's
businesses could suffer from the loss of key customers, suppliers or personnel
during the pendency of the bankruptcy cases, (3) risks that the Company will be
able to maintain sufficient liquidity for the pendency of the bankruptcy cases,
(4) risks that the Company will be unable to successfully close the exit
financing, (5) 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, (6) changes in consumer demand for
the various types of products Spectrum Brands offers, (7) unfavorable
developments in the global credit markets, (8) the impact of overall economic
conditions on consumer spending, (9) fluctuations in commodities prices, the
costs or availability of raw materials or terms and conditions available from
suppliers, (10) 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, (11)
the Company’s ability to successfully implement manufacturing, distribution and
other cost efficiencies and to continue to benefit from its cost-cutting
initiatives, (12) unfavorable weather conditions and various other risks and
uncertainties, including those discussed herein and those set forth in Spectrum
Brands’ securities filings, including the most recently filed Annual Report on
Form 10-K or Quarterly Report on Form 10-Q. Spectrum Brands
also 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.
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 Current Report on Form 8-K.
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
Exhibit
Number Description
99.1 Spectrum
Brands, Inc. Press Release dated June 24, 2009
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: June
25, 2009
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SPECTRUM
BRANDS, INC.
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By:
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/s/ Anthony L. Genito | |||
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Name:
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Anthony
L. Genito
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Title:
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Executive
Vice President,
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Chief
Financial Officer and
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Chief
Accounting Officer
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EXHIBIT
INDEX
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Exhibit
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Description
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99.1
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Spectrum
Brands, Inc. Press Release dated June 24,
2009
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Exhibit
99.1
SPECTRUM BRANDS REACHES
SETTLEMENT WITH SENIOR TERM LENDERS,
RESOLVING THEIR OBJECTION TO
PLAN OF REORGANIZATION
ATLANTA,
GA, June 24, 2009 – Spectrum Brands today
announced that it has reached agreement with the agent acting for the senior
term lenders as to the terms of a settlement that would revise the terms of its
senior term credit facility and resolve the senior term lenders’ objection to
Spectrum Brands’ proposed Plan of Reorganization. The settlement
remains subject to definitive documentation and is contingent upon bankruptcy
court approval. A court hearing at which Spectrum is seeking
confirmation of its proposed Plan of Reorganization is currently
underway.
“We are
very pleased to have reached this mutually agreeable settlement with our senior
term lenders which we believe represents a major step forward in our efforts to
implement our proposed Plan of Reorganization and ultimately emerge from Chapter
11 protection later this summer. We believe the Plan of
Reorganization, including the proposed amendment to the senior term credit
facility, will significantly improve the financial profile of the company,” said
Kent Hussey, CEO of Spectrum Brands.
The key
terms of the proposed amendment to the senior term credit facility
include:
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·
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a
floor on LIBOR rate of 150 basis points,
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an
increase of 250 basis points in the applicable rate to apply to each
tranche of the facility;
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·
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increased
required senior leverage ratios to allow a maximum senior leverage ratio
of 5.75 through October 2010, 5.50 from October 2010 through October 2011;
and 5.00 thereafter; and
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a
change in the maturity of the senior term loans from March 2013 to June
2012.
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The
terms of the proposed amendment to the senior term credit facility are expected
to be filed with the bankruptcy court in the coming days.
Spectrum
Brands and its U.S. subsidiaries filed voluntary petitions for reorganization
under Chapter 11 in the U.S. Bankruptcy Court for the Western District of Texas,
San Antonio Division on February 3, 2009. The main case number is 09-50455. The
Company’s non-U.S. operations, which are legally separate, are not included in
the Chapter 11 proceedings.
Additional
information about the restructuring is available on the Company’s web site at
www.spectrumbrands.com.
Certain
matters discussed in this news release, with the exception of historical
matters, may be forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. 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) risks that the bankruptcy cases disrupt
current plans and operations; (2) risks that the Company's businesses could
suffer from the loss of key customers, suppliers or personnel during the
pendency of the bankruptcy cases, (3) risks that the Company
will
be able to maintain sufficient liquidity for the pendency of the bankruptcy
cases, (4) risks that the Company will be unable to successfully close the exit
financing, (5) 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, (6) changes in consumer demand for
the various types of products Spectrum Brands offers,(7) unfavorable
developments in the global credit markets, (8) the impact of overall economic
conditions on consumer spending, (9) fluctuations in commodities prices, the
costs or availability of raw materials or terms and conditions available from
suppliers, (10) 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, (11)
the Company’s ability to successfully implement manufacturing, distribution and
other cost efficiencies and to continue to benefit from its cost-cutting
initiatives, (12) unfavorable weather conditions and various other risks and
uncertainties, including those discussed herein and those set forth in Spectrum
Brands’ securities filings, including the most recently filed Annual Report on
Form 10-K or Quarterly Report on Form 10-Q. Spectrum Brands also
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.
The
Company 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 release or to reflect actual
outcomes.
About Spectrum Brands,
Inc.
Spectrum
Brands is a global consumer products company and a leading supplier of consumer
Batteries, specialty pet supplies, shaving and grooming products, household and
lawn insect and pest control products, personal care products and portable
lighting. 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.
Contacts:
Investor
Contact:
Carey
Phelps
DVP
Investor Relations & Corporate Communications, Spectrum Brands
866-338-2415
Media
Contact:
Kekst
and Company for Spectrum Brands
Michael
Freitag or Victoria Weld
(212)
521-4800