Rayovac 2010 Annual Report Download - page 109

SPECTRUM BRANDS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In thousands, except per share amounts)
The Company manages its business in four reportable segments: (i) Global Batteries & Personal Care,
which consists of the Company’s worldwide battery, shaving and grooming, personal care and portable lighting
business (“Global Batteries & Personal Care”); (ii) Global Pet Supplies, which consists of the Company’s
worldwide pet supplies business (“Global Pet Supplies”); (iii) Home and Garden Business, which consists of the
Company’s lawn and garden and insect control businesses (the “Home and Garden Business”); and (iv) Small
Appliances, which resulted from the acquisition of Russell Hobbs and consists of small electrical appliances
primarily in the kitchen and home product categories (“Small Appliances”).
The Company’s operations include the worldwide manufacturing and marketing of alkaline, zinc carbon and
hearing aid batteries, as well as aquariums and aquatic health supplies and the designing and marketing of
rechargeable batteries, battery-powered lighting products, electric shavers and accessories, grooming products
and hair care appliances. The Company’s operations also include the manufacturing and marketing of specialty
pet supplies. The Company also manufactures and markets herbicides, insecticides and repellents in North
America. With the addition of Russell Hobbs the Company designs, markets and distributes a broad range of
branded small appliances and personal care products. The Company’s operations utilize manufacturing and
product development facilities located in the U.S., Europe, Asia and Latin America.
The Company sells its products in approximately 120 countries through a variety of trade channels,
including retailers, wholesalers and distributors, hearing aid professionals, industrial distributors and original
equipment manufacturers and enjoys name recognition in its markets under the Rayovac, VARTA and
Remington brands, each of which has been in existence for more than 80 years, and under the Tetra, 8in1,
Spectracide, Cutter, Black & Decker, George Foreman, Russell Hobbs, Farberware and various other brands.
(2) Voluntary Reorganization Under Chapter 11
On February 3, 2009, the Predecessor Company announced that it had reached agreements with certain
noteholders, representing, in the aggregate, approximately 70% of the face value of the Company’s then
outstanding senior subordinated notes, to pursue a refinancing that, if implemented as proposed, would
significantly reduce the Predecessor Company’s outstanding debt. On the same day, the Debtors filed voluntary
petitions under Chapter 11 of the Bankruptcy Code, in the Bankruptcy Court (the “Bankruptcy Filing”) and filed
with the Bankruptcy Court a proposed plan of reorganization (the “Proposed Plan”) that detailed the Debtors’
proposed terms for the refinancing. The Chapter 11 cases were jointly administered by the Bankruptcy Court as
Case No. 09-50455 (the “Bankruptcy Cases”).
The Bankruptcy Court entered a written order (the “Confirmation Order”) on July 15, 2009 confirming the
Proposed Plan (as so confirmed, the “Plan”).
Plan Effective Date
On the Effective Date the Plan became effective, and the Debtors emerged from Chapter 11 of the
Bankruptcy Code. Pursuant to and by operation of the Plan, on the Effective Date, all of Predecessor Company’s
existing equity securities, including the existing common stock and stock options, were extinguished and deemed
cancelled. Spectrum Brands filed a certificate of incorporation authorizing new shares of common stock.
Pursuant to and in accordance with the Plan, on the Effective Date, Successor Company issued a total of 27,030
shares of common stock and $218,076 of 12% Senior Subordinated Toggle Notes due 2019 (the “12% Notes”) to
holders of allowed claims with respect to Predecessor Company’s 8
1
⁄ 2 % Senior Subordinated Notes due 2013
(the “8
1
⁄ 2 Notes”), 7
3
⁄ 8 % Senior Subordinated Notes due 2015 (the “7
3
⁄ 8 Notes”) and Variable Rate Toggle
Senior Subordinated Notes due 2013 (the “Variable Rate Notes”) (collectively, the “Senior Subordinated
Notes”). (See also Note 7, Debt, for a more complete discussion of the 12% Notes.) Also on the Effective Date,
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