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:
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September
27, 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)
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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:
□
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR
230.425)
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□
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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□
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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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□
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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
2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN
OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF THE
REGISTRANT
On
June 21, 2007, the Spectrum Brands, Inc. (the “Company”) publicly disclosed that
it had received a financing commitment from Goldman Sachs Credit Partners
L.P.
(“GSCP”) and Wachovia Bank, National Association (“Wachovia”), for
an asset based loan facility. On September 28, 2007, the Company
entered into the asset-based revolving loan facility (the “ABL Credit
Facility”) pursuant to a credit agreement among the Company, certain
subsidiaries of the Company party thereto, Wachovia, as the administrative
agent, the collateral agent and a letter of credit issuer, GSCP, as the
syndication agent, and the lenders party thereto (the “ABL Credit
Agreement”).
The
ABL Credit Facility replaces a portion of the Company’s term loan facility under
its credit agreement dated as of March 30, 2007, among the Company, GSCP,
as
administrative agent, and the lenders and other financial institutions party
thereto (such credit agreement, the “Senior Credit Agreement”) (such term
loan facility, the “Senior Credit Facility”). The ABL Credit
Agreement provides for initial aggregate lender commitments of $225 million,
with $60 million and $30 million sublimits for a letter of credit facility
(the
“Letter of Credit Facility”) and swingline loans, respectively, provided
that the ABL Credit Agreement limits aggregate borrowing availability at
any
time to (i) the lesser of the aggregate lender commitments at such time,
the
borrowing base at such time and the Facility Reduction Amount (as defined
in the
Senior Credit Agreement) at such time minus (ii) $25 million, subject to
further limitations for reserves, overadvance limits and the aggregate
outstanding amount of any special agent loans described below. The
proceeds of borrowings under the ABL Credit Facility may be used to repay
amounts outstanding under the Senior Credit Facility, to pay fees and expenses
related to the ABL Credit Facility and for working capital and other general
corporate purposes. Letters of credit issued under the Letter of
Credit Facility may be used solely to support ordinary course obligations
of the
Company and its subsidiaries. The ABL Credit Facility has
a maturity date of September 28, 2011.
After
the occurrence and during the continuance of a default under the ABL Credit
Agreement, the administrative agent may, subject to borrowing availability
and
in the administrative agent’s discretion, make special agent loans that are
necessary or desireable (i) to preserve or protect any collateral under the
ABL
Credit Facility, (ii) to enhance the likelihood of, or to maximize the amount
of, repayment by the loan parties of the loans and other obligations under
the
ABL Credit Facility or (iii) to pay any costs, fees and expenses, or any
amounts
due to any letter of credit issuer with respect to letters of credit issued
by
such issuer under the Letter of Credit Facility.
The
interest and fees per annum under the ABL Credit Facility are calculated
on a
365-day (or 366-day, as the case may be) basis for Base Rate (as defined
below)
loans when the Base Rate is determined by reference to the Prime Rate (as
defined below). All other computations of interest and fees are calculated
on
the basis of a 360-day year and actual days elapsed. Base rate
(“Base Rate”) interest is an alternate base rate equal to the greater of
(i) the prime rate, as defined in the ABL Credit Agreement (the “Prime
Rate”), and (ii) the federal funds effective rate in effect on such day
published by the Federal Reserve Bank in New York plus
0.5%. Interest will accrue at a reserve-adjusted LIBOR rate for a
specified interest period plus a margin rate of 2.25% per annum or the Base
Rate
plus a margin rate of 1.25% per annum.
The
Company is required to pay a quarterly unused commitment fee and customary
fees
to the administrative agent. Pursuant to the Letter of Credit
Facility, the Company is also required to pay quarterly participation and
fronting fees based on the amount of the letter of credit deposits and the
letter of credit exposures, respectively, of the applicable
lenders.
The
ABL Credit Agreement permits voluntary prepayments of amounts
borrowed. In addition, the Company will be required to prepay amounts
borrowed under the ABL Credit Facility in the event that aggregate borrowings
under the ABL Credit Facility exceed the maximum borrowing availability or
in
connection with certain asset sales.
The
ABL Credit Agreement subjects the Company to certain customary obligations,
including the delivery of financial statements and reports in respect of
the
collateral supporting the obligations under the ABL Credit
Facility. In addition, the ABL Credit Agreement contains customary
restrictive covenants, including, but not limited to, restrictions on the
Company’s ability to incur additional indebtedness, create liens, make
investments, give guarantees, pay dividends, and merge.
The
ABL Credit Facility also contains customary events of default, including,
but
not limited to, payment defaults, breaches of representations and warranties,
covenant defaults, cross-defaults under material indebtedness or swap contracts,
certain events of bankruptcy and insolvency, judgment defaults, failure of
any
loan document to be in full force and effect, change of control and ERISA
defaults. If an event of default occurs and is continuing, amounts due under
the
ABL Credit Facility may be accelerated and the rights and remedies of the
lenders under the ABL Credit Facility available under the applicable loan
documents may be exercised, including rights with respect to the collateral
securing obligations under the ABL Credit Facility.
The
ABL Credit Facility is secured by certain of the Company’s liquid assets,
including, among other things, accounts receivable and deposit accounts
(collectively, the “ABL Collateral”), and the obligations under the ABL
Credit Facility are guaranteed pursuant to a guarantee and collateral agreement
(the “Guarantee and Collateral Agreement”) made by the Company, certain
of its subsidiaries and Wachovia, as collateral agent, on September 28,
2007.
In
connection with entering into the ABL Credit Facility, the Company also entered
into an intercreditor agreement dated as of September 28, 2007, among the
Company, certain subsidiaries of the Company party thereto, GSCP, as collateral
agent under the Senior Credit Facility, and Wachovia, as collateral agent
under
the ABL Credit Facility (the “Intercreditor Agreement”). Under
the Intercreditor Agreement, GSCP and Wachovia, on behalf of the secured
parties
under the respective facilities, have agreed that the liens on the ABL
Collateral granted pursuant to the Guarantee and Collateral Agreement shall
be
senior to the liens on such collateral granted with respect to the Senior
Credit
Facility, subject to certain exceptions in respect of excess amounts under
the
ABL Credit Facility. The Intercreditor Agreement further
provides, among other things, for enforcement remedies and the application
of
proceeds in respect of such collateral.
Also
on September 28, 2007, the Company prepaid $200 million of the outstanding
principal amount under the Senior Credit Facility from its net working capital,
providing the Company with aggregate borrowing availability of approximately
$170.8 million under the ABL Credit Facility. As of September 28,
2007, the Company had not made any borrowings under the ABL Credit
Facility.
Copies
of
the ABL Credit Facility, the Guarantee and Collateral Agreement and the
Intercreditor Agreement are attached hereto as Exhibits 10.1, 10.2 and 10.3,
respectively, and are incorporated herein by reference. The foregoing
descriptions of the ABL Credit Facility, Guarantee and Collateral Agreement
and
Intercreditor Agreement are qualified in their entirety by reference to the
full
text of the respective agreements.
A
copy
of
the press release announcing the closing of the ABL Credit Facility is attached
as Exhibit 99.1 to this Current Report on Form 8-K.
Certain
Relationships
GSCP
and its respective affiliates have performed certain investment banking and
advisory services and general banking and financing services for the Company
from time to time for which they have received customary fees and expenses.
GSCP
is the administrative agent and a lender under the Company’s Senior Credit
Facility. GSCP and its affiliates may, from time to time in the
future, engage in transactions with and perform services for the Company
in the
ordinary course of their business for which they will receive customary fees
or
expenses. In addition, certain affiliates of Wachovia have performed
certain investment advisory services for the Company from time to time for
which
they have received customary fees and expenses.
ITEM
5.02. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
FISCAL YEAR
On
September 27, 2007, Spectrum Brands,
Inc. (the “Company”) made a filing with the State of Wisconsin, the
Company's jurisdiction of incorporation, to effect a change in the Company’s
registered agent. This filing amends the Company’s amended and
restated articles of incorporation to replace the outgoing registered agent
with
the new registered agent. There were no other changes to the
Company’s articles of incorporation.
Item
9.01. FINANCIAL
STATEMENTS AND EXHIBITS
(d)
Exhibits
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3.1
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Articles
of Amendment to the
Amended and Restated Articles of Incorporation.
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10.1
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Credit
Agreement dated as of September 28, 2007, among the Company, certain
subsidiaries of the Company party thereto, Wachovia Bank, National
Association, as
administrative agent, and the other parties
and financial
institutions party thereto.
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10.2
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ABL
Guarantee and Collateral Agreement dated as of September 28, 2008,
among
the Company, certain subsidiaries of the Company party thereto,
and
Wachovia Bank, National Association, as collateral
agent.
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10.3
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Intercreditor
agreement dated as of September 28, 2007, among the Company, certain
subsidiaries of the Company party thereto, Goldman Sachs Credit
Partmers L.P. and Wachovia Bank, National
Association.
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99.1 |
Press Release dated October
1, 2007
issued by Spectrum Brands, Inc. |
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.
Date: October
1, 2007
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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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Senior
Vice President, Chief
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Financial
Officer and Chief
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Accounting
Officer
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EXHIBIT
INDEX
Exhibit
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Description
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3.1
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Articles
of Amendment to
the Amended and
Restated Articles of Incorporation.
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10.1
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Credit
Agreement dated as of September 28, 2007, among the Company, certain
subsidiaries of the Company party thereto, Wachovia Bank, National
Association, as
administrative agent, and the other
parties and financial
institutions party thereto.
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10.2
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ABL
Guarantee and Collateral Agreement dated as of September 28, 2007,
among
the Company, certain subsidiaries of the Company party thereto,
and
Wachovia Bank, National Association, as collateral
agent.
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10.3
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Intercreditor
agreement dated as of September 28, 2007, among the Company, certain
subsidiaries of the Company party thereto, Goldman Sachs Credit
Partners
L.P. and Wachovia Bank, National Association.
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99.1 |
Press Release dated October
1, 2007
issued by Spectrum Brands, Inc. |