Rayovac 2009 Annual Report Download - page 73

Table of Contents
Index to Financial Statements
Investing Activities. Net cash used by investing activities was $20 million for Fiscal 2009. For Fiscal 2008 investing activities used cash of $6
million. The $14 million increase in cash used in Fiscal 2009 was primarily due to the non−recurrence of proceeds received in connection with the
November 2007 sale of the Canadian division of the Home and Garden Business of approximately $15 million. We also paid approximately $9 million in
performance fees in Fiscal 2009, related to the Microlite acquisition. Offsetting these increased uses were capital expenditures for continuing operations of
$11 million during Fiscal 2009 versus $19 million during Fiscal 2008. This decrease in capital expenditures was primarily attributable to our reorganization
under Chapter 11 of the Bankruptcy Code.
Debt Financing Activities
Restructuring of Pre−Petition Indebtedness
The Bankruptcy Filing, as described in Note 2, Voluntary Reorganization Under Chapter 11, included in this Annual Report on Form 10−K,
constituted an event of default under our senior secured term credit facility agreement and the respective indentures governing our Senior Subordinated
Notes. In addition, on February 2, 2009, we did not make a $26 million interest payment due February 2, 2009 on our 7 3/8 Notes. While our pre−petition
asset−based revolving credit facility agreement also provided for an event of default in the event of a bankruptcy filing, the credit agreement and related
guarantee and collateral agreement were amended in connection with the Bankruptcy Cases to provide new debtor−in−possession financing for the Debtors.
Pursuant to and in accordance with the Plan, the allowed claims in the Bankruptcy Cases with respect to the senior secured term credit facility were
reinstated and, as further described under “Senior Term Credit Facility” below; we entered into two amendments to the senior secured term credit facility
agreement.
Also pursuant to and in accordance with the Plan, we refinanced our Senior Subordinated Notes. On the Effective Date, pursuant to the Plan, we and
our U.S. subsidiaries, as guarantors, entered into an indenture (the “2019 Indenture”) with U.S. Bank National Association, as trustee (the “Trustee”), and
we issued a global note representing $218 million in aggregate principal amount of 12% Senior Subordinated Toggle Notes due 2019 (the “12% Notes”)
under the 2019 Indenture for the benefit of holders of allowed claims with respect to our Senior Subordinated Notes. For more information on the 12%
Notes and the 2019 Indenture, see the description under “12% Notes” below. We also issued an aggregate of approximately 27 million shares of our
common stock to holders of such Senior Subordinated Notes.
Finally, pursuant to and in accordance with the Plan, our debtor−in−possession credit facility for the Bankruptcy Cases was refinanced through a $242
million asset−based revolving loan facility pursuant to a credit agreement amongst us, our subsidiaries party thereto, General Electric Capital Corporation,
as the administrative agent, co−collateral agent, swingline lender and supplemental loan lender, Bank of America, N.A., as co−collateral agent and L/C
Issuer, RBS Asset Finance, Inc., through its division RBS Business Capital, as syndication agent and the lenders party thereto. For more information on the
terms of the facility, see the description under “ABL Revolving Credit Facility” below. In addition, pursuant to and in accordance with the Plan, we issued
an aggregate of 3 million shares of our common stock to participants in our supplemental debtor−in−possession credit facility in respect of the equity fee
earned under the facility.
Senior Term Credit Facility
During the second quarter of Fiscal 2007, we refinanced our then outstanding senior credit facility with a new senior secured credit facility pursuant
to a new senior credit agreement (the “Senior Credit Agreement”) consisting of a $1,000 million U.S. Dollar Term B Loan facility (the “U.S. Dollar Term B
Loan”), a $200 million U.S. Dollar Term B II Loan facility (the “U.S. Dollar Term B II Loan”), a €262 million Term Loan facility (the “Euro Facility”), and
a $50 million synthetic letter of credit facility (the “L/C Facility” and together with the U.S. Dollar Term B Loan, the U.S. Dollar Term B II Loan and the
Euro Facility, collectively, the “Senior Term Credit
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