Rayovac 2010 Annual Report Download - page 144

SPECTRUM BRANDS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In thousands, except per share amounts)
The Successor Company’s aggregate scheduled maturities of debt as of September 30, 2010 are as follows:
2011 ........................................................... $ 20,710
2012 ........................................................... 35,254
2013 ........................................................... 39,902
2014 ........................................................... 39,907
2015 ........................................................... 39,970
Thereafter ...................................................... 1,594,648
$1,770,391
The Company’s aggregate capitalized lease obligations included in the amounts above are payable in
installments of $990 in 2011, $745 in 2012, $725 in 2013, $740 in 2014, $803 in 2015 and $7,752 thereafter.
In connection with the combination of Spectrum Brands and Russell Hobbs, Spectrum Brands (i) entered
into a new senior secured term loan pursuant to a new senior credit agreement (the “Senior Credit Agreement”)
consisting of a $750,000 U.S. Dollar Term Loan due June 16, 2016 (the “Term Loan”), (ii) issued $750,000 in
aggregate principal amount of 9.5% Senior Secured Notes maturing June 15, 2018 (the “9.5% Notes”) and
(iii) entered into a $300,000 U.S. Dollar asset based revolving loan facility due June 16, 2014 (the “ABL
Revolving Credit Facility” and together with the Senior Credit Agreement, the “Senior Credit Facilities” and the
Senior Credit Facilities together with the 9.5% Notes, the “Senior Secured Facilities”). The proceeds from the
Senior Secured Facilities were used to repay Spectrum Brands’ then-existing senior term credit facility (the
“Prior Term Facility”) and Spectrum Brands’ then-existing asset based revolving loan facility, to pay fees and
expenses in connection with the refinancing and for general corporate purposes.
The 9.5% Notes and 12% Notes were issued by Spectrum Brands. SB/RH Holdings, LLC, a wholly-owned
subsidiary of SB Holdings, and the wholly owned domestic subsidiaries of Spectrum Brands are the guarantors
under the 9.5% Notes. The wholly owned domestic subsidiaries of Spectrum Brands are the guarantors under the
12% Notes. SB Holdings is not an issuer or guarantor of the 9.5% Notes or the 12% Notes. SB Holdings is also
not a borrower or guarantor under the Company’s Term Loan or the ABL Revolving Credit Facility. Spectrum
Brands is the borrower under the Term Loan and its wholly owned domestic subsidiaries along with SB/RH
Holdings, LLC are the guarantors under that facility. Spectrum Brands and its wholly owned domestic
subsidiaries are the borrowers under the ABL Revolving Credit Facility and SB/RH Holdings, LLC is a guarantor
of that facility.
Senior Term Credit Facility
The Term Loan has a maturity date of June 16, 2016. Subject to certain mandatory prepayment events, the Term
Loan is subject to repayment according to a scheduled amortization, with the final payment of all amounts
outstanding, plus accrued and unpaid interest, due at maturity. Among other things, the Term Loan provides for a
minimum Eurodollar interest rate floor of 1.5% and interest spreads over market rates of 6.5%.
The Senior Credit Agreement contains financial covenants with respect to debt, including, but not limited to,
a maximum leverage ratio and a minimum interest coverage ratio, which covenants, pursuant to their terms,
become more restrictive over time. In addition, the Senior 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 or specified payments, give guarantees, pay dividends, make capital expenditures
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