Spectrum Brands Holdings Inc. - Tender Offer and Consent Solicitation 2024 (XS/US) - Early Results and Upsizing

Spectrum Brands Announces Early Results and Upsizing of its Previously Announced Tender Offer and Consent Solicitation

04 JUNE 2024

Full announcement, including disclaimers and restrictions, available via Source: Spectrum Brands Holdings Inc.

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"As of the previously announced early tender time of 5:00 p.m., New York City time, on June 3, 2024 (the “Early Tender Time”), according to information provided by D.F. King, the information and tender agent (the “Information and Tender Agent”) for the Tender Offer and Consent Solicitation, the table below outlines the principal amount validly tendered and not validly withdrawn and related consents, if applicable, thereby validly delivered and not validly revoked as of the Early Tender Time for each Series as confirmed by the Information and Tender Agent.

Spectrum Brands has amended the Tender Offer and the Consent Solicitation to increase the previously announced Maximum Tender Offer Amount from $925.0 million to $1,160.5 million (as amended, the “Maximum Tender Offer Amount”), as described in the Notes Statement. Except as described in this press release, all other terms of the Tender Offer and the Consent Solicitation, as previously announced, remain unchanged. Because the aggregate principal amount of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time has an aggregate purchase price exceeding the Maximum Tender Offer Amount, Spectrum Brands expects to accept for purchase all Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time with Acceptance Priority Levels 1 through 3, and Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time with Acceptance Priority Level 4 using a proration factor, calculated in accordance with the Notes Statement. Holders who validly tender Notes after the Early Tender Time but on or before the Expiration Time will not have any of their Notes accepted for purchase. If any tendered Notes are not accepted for purchase for any reason pursuant to the terms and conditions of the Tender Offer, such Notes will be returned to the tendering Holder via a credit to an account maintained at the applicable Depositary, designated by the Direct Participant who so delivered such Notes to the Information and Tender Agent, promptly following the Expiration Time or the earlier termination of the Tender Offer."

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Spectrum Brands Announces Tender Offer and Consent Solicitation for 4.00% Senior Notes Due 2026, 5.00% Senior Notes Due 2029 and 5.50% Senior Notes Due 2030, and Tender Offer for 3.875% Senior Notes Due 2031

20 MAY 2024

Full announcement, including disclaimers and restrictions, available via Source: Spectrum Brands Holdings Inc.

MIDDLETON, Wis.--(BUSINESS WIRE)--Spectrum Brands Holdings, Inc. (NYSE: SPB), a leading global branded consumer products and home essentials company focused on driving innovation and providing exceptional customer service, announced today that its wholly-owned subsidiary, Spectrum Brands, Inc. (“Spectrum Brands”), has commenced (i) a cash tender offer (the “Tender Offer”) of up to an aggregate principal amount of its outstanding 4.00% Senior Notes due 2026 (the “2026 Notes” or the “Euro Notes”), 5.00% Senior Notes due 2029 (the “2029 Notes”), 5.50% Senior Notes due 2030 (the “2030 Notes”) and 3.875% Senior Notes due 2031 (the “2031 Notes” and, together with the 2026 Notes, the 2029 Notes and the 2030 Notes, the “Notes,” and each, a “Series”) that may be purchased for a combined aggregate purchase price of up to $925.0 million (including accrued and unpaid interest, which also will be paid to, but excluding, the Early Tender Settlement Date or the Final Settlement Date (each as defined below), as the case may be, but excluding fees and expenses relating to the Tender Offer). Spectrum Brands has the discretion to upsize the Tender Offer.

Concurrently with the Tender Offer, Spectrum Brands is soliciting consents (the “Consent Solicitation”) (i) from Holders of the 2026 Notes to certain proposed amendments to the indenture governing the 2026 Notes, dated as of September 20, 2016, as supplemented (the “2026 Notes Indenture”), (ii) from Holders of the 2029 Notes to certain proposed amendments to the indenture governing the 2029 Notes, dated as of September 24, 2019, as supplemented (the “2029 Notes Indenture”), and (iii) from Holders of the 2030 Notes to certain proposed amendments to the indenture governing the 2030 Notes, dated as of June 30, 2020, as supplemented (the “2030 Notes Indenture”) (such proposed amendments are collectively referred to as the “Proposed Amendments” and such consents being solicited are each a “Consent” and collectively, the “Consents”). Spectrum Brands is not soliciting any Consents from Holders of the 2031 Notes. The Proposed Amendments, if consummated, would amend each of the 2026 Notes Indenture, the 2029 Notes Indenture and the 2030 Notes Indenture, as applicable, to shorten the notice periods for the redemption of such Notes and eliminate substantially all of the restrictive covenants and certain events of default."

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