Rayovac 2010 Annual Report Download - page 11

PART I
ITEM 1. BUSINESS
General
Spectrum Brands Holdings, Inc., a Delaware corporation (“SB Holdings”), is a global branded consumer
products company and was created in connection with the combination of Spectrum Brands, Inc. (“Spectrum
Brands”), a global branded consumer products company and Russell Hobbs, Inc. (“Russell Hobbs”), a small
appliance brand company, to form a new combined company (the “Merger”). The Merger was consummated on
June 16, 2010. As a result of the Merger, both Spectrum Brands and Russell Hobbs are wholly-owned
subsidiaries of SB Holdings and Russell Hobbs is a wholly-owned subsidiary of Spectrum Brands. SB Holdings’
common stock trades on the New York Stock Exchange (the “NYSE”) under the symbol “SPB.”
Unless the context indicates otherwise, the terms the “Company,” “Spectrum,” “we,” “our” or “us” are used
to refer to SB Holdings and its subsidiaries subsequent to the Merger and Spectrum Brands prior to the Merger,
as well as both before and on and after the Effective Date, as defined below. The term “Old Spectrum,” refers
only to Spectrum Brands, our Wisconsin predecessor, and its subsidiaries prior to the Effective Date.
In connection with the Merger, we refinanced Spectrum Brands’ existing senior debt, except for Spectrum
Brands’ 12% Senior Subordinated Toggle Notes due 2019 (the “12% Notes”), which remain outstanding, and a
portion of Russell Hobbs’ existing senior debt through a combination of a new $750 million Term Loan due
June 16, 2016 (the “Term Loan”), new $750 million 9.5% Senior Secured Notes maturing June 15, 2018 (the
“9.5% Notes”) and a new $300 million ABL revolving facility due June 16, 2014 (the “ABL Revolving Credit
Facility” and together with the Term Loan, the “Senior Credit Facilities” and the Senior Credit Facilities together
with the 9.5% Notes, the “Senior Secured Facilities”).
As further described below, on February 3, 2009, we and our wholly owned United States (“U.S.”)
subsidiaries (collectively, the “Debtors”) filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code
(the “Bankruptcy Code”), in the U.S. Bankruptcy Court for the Western District of Texas (the “Bankruptcy
Court”). On August 28, 2009 (the “Effective Date”), the Debtors emerged from Chapter 11 of the Bankruptcy
Code. Effective as of the Effective Date and pursuant to the Debtors’ confirmed plan of reorganization, Spectrum
Brands converted from a Wisconsin corporation to a Delaware corporation.
Financial information included in our financial statements prepared after August 30, 2009 will not be
comparable to financial information from prior periods. See Item 1A. Risk Factors—“Risks Related To Our
Emergence From Bankruptcy” for more information.
We are a global branded consumer products company with positions in seven major product categories:
consumer batteries; small appliances; pet supplies; electric shaving and grooming; electric personal care; portable
lighting; and home and garden control products.
We manage our business in four reportable segments: (i) Global Batteries & Personal Care, which consists
of our worldwide battery, shaving and grooming, personal care and portable lighting business (“Global
Batteries & Personal Care”); (ii) Global Pet Supplies, which consists of our worldwide pet supplies business
(“Global Pet Supplies”); (iii) the Home and Garden Business, which consists of our home and garden control
product offerings, including household insecticides, repellants and herbicides (the “Home and Garden
Business”); and (iv) Small Appliances, which consists of small electrical appliances primarily in the kitchen and
home product categories (“Small Appliances”).
We manufacture and market alkaline, zinc carbon and hearing aid batteries, herbicides, insecticides and
repellants and specialty pet supplies. We design, market and distribute rechargeable batteries, battery-powered
lighting products, electric shavers and accessories, grooming products, hair care appliances, small household
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