Rayovac 2010 Annual Report Download - page 164

SPECTRUM BRANDS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In thousands, except per share amounts)
The Company is a defendant in various other matters of litigation generally arising out of the ordinary
course of business.
The Company does not believe that any other matters or proceedings presently pending will have a material
adverse effect on its results of operations, financial condition, liquidity or cash flows.
The Company’s minimum rent payments under operating leases are recognized on a straight-line basis over
the term of the lease. Future minimum rental commitments under non-cancelable operating leases, principally
pertaining to land, buildings and equipment, are as follows:
2011 ............................................................ $ 34,665
2012 ............................................................ 32,824
2013 ............................................................ 27,042
2014 ............................................................ 19,489
2015 ............................................................ 15,396
Thereafter ........................................................ 48,553
Total minimum lease payments ....................................... $177,969
All of the leases expire between Fiscal 2011 through January 2030. Successor Company’s total rent expense
was $30,218 and $2,351 during Fiscal 2010 and the period from August 31, 2009 through September 30, 2009,
respectively. Predecessor Company’s total rent expense was $22,132 and $37,068 for the period from October 1,
2008 through August 30, 2009 and Fiscal 2008, respectively.
(13) Related Party Transactions
Merger Agreement and Exchange Agreement
On June 16, 2010 (the “Closing Date”), SB Holdings completed a business combination transaction
pursuant to the Agreement and Plan of Merger (the “Mergers”), dated as of February 9, 2010, as amended on
March 1, 2010, March 26, 2010 and April 30, 2010, by and among SB Holdings, Russell Hobbs, Spectrum
Brands, Battery Merger Corp., and Grill Merger Corp. (the “Merger Agreement”). As a result of the Mergers,
each of Spectrum Brands and Russell Hobbs became a wholly-owned subsidiary of SB Holdings. At the effective
time of the Mergers, (i) the outstanding shares of Spectrum Brands common stock were canceled and converted
into the right to receive shares of SB Holdings common stock, and (ii) the outstanding shares of Russell Hobbs
common stock and preferred stock were canceled and converted into the right to receive shares of SB Holdings
common stock.
Pursuant to the terms of the Merger Agreement, on February 9, 2010, Spectrum Brands entered into support
agreements with Harbinger Capital Partners Master Fund I, Ltd. (“Harbinger Master Fund”), Harbinger Capital
Partners Special Situations Fund, L.P. and Global Opportunities Breakaway Ltd. (collectively, the “Harbinger
Parties”) and Avenue International Master, L.P. and certain of its affiliates (the “Avenue Parties”), in which the
Harbinger Parties and the Avenue Parties agreed to vote their shares of Spectrum Brands common stock acquired
before the date of the Merger Agreement in favor of the Mergers and against any alternative proposal that would
impede the Mergers.
Immediately following the consummation of the Mergers, the Harbinger Parties owned approximately 64%
of the outstanding SB Holdings common stock and the stockholders of Spectrum Brands (other than the
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