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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)*

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Spectrum Brands Holdings, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

40434J100

(CUSIP Number)

David N. Brooks

Secretary, Vice President and General Counsel

c/o Fortress Investment Group LLC

1345 Avenue of the Americas

New York, New York 10105

(212) 798-6100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 1, 2019

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box: ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

This Schedule 13D constitutes Amendment No. 8 to the Schedule 13D on behalf of CF Turul LLC and Amendment No. 6 to the Schedule 13D on behalf of Fortress Special Opportunities Advisors LLC.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

 

This Amendment is being filed on behalf of CF Turul LLC, a Delaware limited liability company (“CF Turul”) and Fortress Special Opportunities Advisors LLC (“FSO Advisors”) and amends, with respect to CF Turul and FSO Advisors only, the Schedule 13D, filed on May 23, 2011 (File No. 005-19362) (the “Original Schedule 13D”), as amended by Amendment No. 1 filed on August 12, 2011, Amendment No. 2 filed on February 14, 2014, Amendment No. 3 filed on May 19, 2014, Amendment No. 4 filed on February 23, 2015, Amendment No. 5 filed on July 26, 2017, Amendment No. 6 filed on February 28, 2018 and Amendment No. 7 filed on July 17, 2018 (as amended from time to time, the “Amended Schedule 13D”), and relates to shares of common stock, $0.01 par value per share (“Common Stock”), of Spectrum Brands Holdings, Inc., a Delaware corporation (formerly named HRG Group, Inc.) (the “Issuer”).

Disclosure Items set forth in the Original Schedule 13D, as modified by Amendment Nos. 1 through 7, shall remain in effect except to the extent expressly amended hereby and (as modified herein) are incorporated into such initial Schedule 13D filing. Capitalized terms used in this Amendment and not otherwise defined shall have the meaning ascribed to them in the Amended Schedule 13D, except that “Reporting Persons,” as referenced in this Amendment, refer to CF Turul and FSO Advisors.

 

 

The last paragraph of Item 2 is hereby amended and restated in its entirety by the following:

 

Set forth in Annex A attached hereto is a listing of the directors and executive officers of persons that may be deemed to control the Reporting Persons (collectively, the “Covered Persons”), and the business address and present principal occupation or employment of each of the Covered Persons, and is incorporated herein by reference. Unless otherwise specified in Annex A, each of the Covered Persons is a United States citizen.

 

Item 4 is hereby supplemented by the addition of the following:

 

The information provided in Item 5 of this Amendment is incorporated herein by reference.

 

 

Items 5(a), 5(b), 5(c) and 5(e) are hereby supplemented by the addition of the following:

 

CF Turul distributed 5,320,560 shares of Common Stock to its members, with effect from February 1, 2019 (the “Distribution”).  As a result of the Distribution, CF Turul ceased to beneficially own any shares of Common Stock as of February 1, 2019.

Subsequent to the Distribution, an aggregate 49,715 shares of Common Stock, which were held directly by one fund that is a member of CF Turul and to which FSO Advisors serves as investment advisor, were sold, all on the open market.  As a result of these transactions, FSO Advisors ceased to beneficially own any shares of Common Stock as of February 19, 2019.  The following table sets forth the foregoing dispositions totaling 49,715 shares of Common Stock:

None of CF Turul, FSO Advisors or the Covered Persons has effected any transactions in the Common Stock during the past 60 days.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: September 11, 2019

 

CF TURUL LLC

 

 

FORTRESS SPECIAL OPPORTUNITIES ADVISORS LLC

 

 

DIRECTORS AND EXECUTIVE OFFICERS

 

The name and principal occupation of the each of the directors and executive officers of CF Turul LLC (“CF Turul”) and Fortress Special Opportunities Advisors LLC are listed below. The principal business address of each of the directors and executive officers of CF Turul LLC is c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, 46th Floor, New York, NY 10105.

 

 

 

EXHIBIT 99.1

PURSUANT TO RULE 13D-1(K)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein or therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

 

Date: September 11, 2019

 

CF TURUL LLC

 

 

FORTRESS SPECIAL OPPORTUNITIES ADVISORS LLC