Spectrum Brands Announces the Sale of its Global Pet Supply Business; Proceeds to be Used for Debt Reduction
May 21 2008 - 5:00AM
Business Wire
Spectrum Brands (the �Company�) (NYSE: SPC) today announced that it
has signed a definitive agreement with Salton Inc. (�Salton�) and
its wholly owned subsidiary, Applica Pet Products LLC, for the sale
of its Global Pet Business for $692.5 million in cash and an
aggregate principal amount of the Company�s subordinated debt
securities equal to $222.5 million less an amount equal to accrued
and unpaid interest on such subordinated debt securities since the
dates of the last interest payments thereon, which, depending on
when the closing occurs, could be an amount of up to approximately
$6.5 million. Under and subject to the terms of the agreement,
Salton will pay the Company $692.5 million of the purchase price in
cash and will surrender a principal amount of the Company�s
Variable Rate Toggle Senior Subordinated Notes due 2013, also
referred to as PIK Notes, equal to $98 million less an amount equal
to accrued and unpaid interest, and a principal amount of the
Company�s 7 3/8 percent Senior Subordinated Notes due 2015 equal to
$124.5 million less an amount equal to accrued and unpaid interest.
Additionally, the agreement between the parties provides that if
the adjusted EBITDA derived from the 2007 audited financial
statements of the Global Pet Business is more than $3 million less
than $92.9 million, the purchase price will be reduced by a
multiple of 10 times the incremental difference. These audited
segment level results are required to be delivered to Salton prior
to the close of the sale. The Company does not currently believe,
based on available information, that any purchase price adjustment
related to the audited adjusted EBITDA will be required. In
addition, the purchase price is subject to adjustment for changes
in working capital prior to closing and certain expenses incurred
in connection with the sale. In the event of any purchase price
increase as a result of such adjustments, the proportion of the
purchase price that is paid in cash may be increased. Funding for
the transaction will be provided by an equity investment to Salton
provided by Harbinger Capital Partners Master Fund I, Ltd. and
Harbinger Capital Partners Special Situations Fund, L.P., the
controlling stockholders of Salton. Consistent with its previously
communicated strategies, the Company will apply the net cash
proceeds from the sale to pay down a portion of its ABL facility
and other senior bank facilities in accordance with the Company�s
debt agreements. �The sale of our Global Pet Supply business for a
full and fair value is a critical step toward achieving one of our
key priorities, improving the overall capital structure of this
company,� said Kent Hussey, Chief Executive Officer. �We estimate
that this transaction will decrease our total leverage ratio of
approximately 8.5 as of March 30, 2008 to approximately 7.8 on a
pro forma basis and will provide greater flexibility to our
remaining core businesses. Additonally, we estimate that this
transaction will decrease our senior leverage ratio from
approximately 5.0 as of March 30, 2008 to approximately 4.0 on a
pro forma basis.� The Company also estimates that its annualized
cash interest expense will be reduced by approximately $70 million
as a result of this transaction. Subject to approval of its senior
lenders and certain regulatory and other statutory notices and
filings, the Company currently expects the transaction to close by
the end of August 2008. Sutherland acted as legal advisor to the
Company and Skadden, Arps, Slate, Meagher Flom LLP also provided
certain legal advice to the Company in connection with the
transaction. Goldman, Sachs & Co. is acting as the Company�s
financial advisor. Non-GAAP Measurements Within this press release,
reference is made to adjusted earnings before interest, taxes,
depreciation and amortization (EBITDA). Adjusted EBITDA is a metric
used by management and frequently used by the financial community
which provides insight into an organization�s operating trends and
facilitates comparisons between peer companies, since interest,
taxes, depreciation and amortization can differ greatly between
organizations as a result of differing capital structures and tax
strategies. Adjusted EBITDA can also be a useful measure of a
company�s ability to service debt and is one of the measures used
for determining the Company�s debt covenant compliance. Adjusted
EBITDA excludes certain items that are unusual in nature or not
comparable from period to period. The Company provides this
information to investors to assist in comparisons of past, present
and future operating results and to assist in highlighting the
results of on-going operations. While the Company�s management
believes that adjusted EBITDA are useful supplemental information,
such adjusted results are not intended to replace the Company�s
GAAP financial results and should be read in conjunction with those
GAAP results. About Spectrum Brands, Inc. Spectrum Brands is a
global consumer products company and a leading supplier of consumer
batteries, lawn and garden care products, specialty pet supplies,
shaving and grooming products, household insect control products,
personal care products and portable lighting. Helping to meet the
needs of consumers worldwide, included in its portfolio of widely
trusted brands are Rayovac�, Remington�, Tetra�, Marineland�,
Nature�s Miracle�, Dingo�, 8-In-1�, Spectracide�, Schultz�,
Cutter�, Repel�, and HotShot�. 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.
Headquartered in Atlanta, Georgia, Spectrum Brands generated fiscal
year 2007 net sales of $2.6 billion. The Company�s stock trades on
the New York Stock Exchange under the symbol SPC. About Salton,
Inc. Based in Miramar, Florida, Salton, Inc. and its subsidiaries
are leading marketers and distributors of a broad range of branded
small household appliances. Salton markets and distributes small
kitchen and home appliances, pet and pest products, and personal
care products. Salton has a broad portfolio of well recognized
brand names, including Black & Decker�, George Foreman�,
Russell Hobbs�, Toastmaster�, LitterMaid�, and Farberware�.
Salton's customers include mass merchandisers, specialty retailers
and appliance distributors primarily in North America, South
America, Europe and Australia. 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) the occurrence of any event, change or other circumstance
that could give rise to the termination of the definitive
agreement; (2) the inability to complete the transaction due to the
failure to receive required regulatory or other approvals or to
satisfy other conditions to the sale; (3) the risk that the
proposed transaction disrupts current plans and operations; (4)
difficulty or unanticipated expenses in connection with the sale;
(5) 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
the Company 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 the Company 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 the Company�s securities filings,
including the most recently filed Annual Report on Form 10-K or
Quarterly Report on Form 10-Q. The Company 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 the Company 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. The Company
undertakes no duty or 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.
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