Rayovac 2013 Annual Report Download - page 109

SPECTRUM BRANDS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(Amounts in thousands, except per share figures)
The 2020/22 Indenture contains customary covenants that limit, among other things, the incurrence of
additional indebtedness, payment of dividends on or redemption or repurchase of equity interests, the making of
certain investments, expansion into unrelated businesses, creation of liens on assets, merger or consolidation with
another company, transfer or sale of all or substantially all assets, and transactions with affiliates.
In addition, the 2020/22 Indenture provides for customary events of default, including failure to make
required payments, failure to comply with certain agreements or covenants, failure to make payments when due
or on acceleration of certain other indebtedness, and certain events of bankruptcy and insolvency. Events of
default under the 2020/22 Indenture arising from certain events of bankruptcy or insolvency will automatically
cause the acceleration of the amounts due under the 6.375% Notes and the 6.625% Notes. If any other event of
default under the 2020/22 Indenture occurs and is continuing, the trustee for the 2020/22 Indenture or the
registered holders of at least 25% in the then aggregate outstanding principal amount of the 6.375% Notes, or the
6.625% Notes, may declare the acceleration of the amounts due under those notes.
The Company recorded $12,906 and $14,127 of fees in connection with the offering of the 6.375% Notes
and the 6.625% Notes, respectively, during Fiscal 2013. The fees are classified as Debt issuance costs within the
accompanying Consolidated Statements of Financial Position and are being amortized as an adjustment to
interest expense over the respective remaining lives of the 6.375% Notes and the 6.625% Notes.
9.5% Notes
On August 6, 2013, the Company launched a cash tender offer (the “Tender Offer”) and consent solicitation
(the “Consent Solicitation”) with respect to any and all of its outstanding 9.5% Senior Secured Notes due in 2018
(the “9.5% Notes”). Pursuant to the Consent Solicitation, the Company received consents to the adoption of
certain amendments to the indenture governing the 9.5% Notes to, among other things, eliminate substantially all
of the restrictive covenants, certain events of default and other related provisions. The terms of the Tender Offer
provided that holders of the 9.5% Notes who tendered their 9.5% Notes prior to the expiration of a consent
solicitation period, which ended August 19, 2013, would receive tender offer consideration and a consent
payment. Holders tendering their 9.5% Notes subsequent to expiration of the consent solicitation period, but prior
to the September 3, 2013 expiration of the Tender Offer period, would receive only tender offer consideration.
As of the expiration of the consent solicitation period, holders of the 9.5% Notes had tendered approximately
$893,067 of the 9.5% Notes. Following the expiration of the consent solicitation period, an additional $5,000 of
the 9.5% Notes were tendered. Following expiration of the Tender Offer period, the Company paid the trustee
principal, interest and a call premium sufficient to redeem the remaining approximately $51,933 of the 9.5%
Notes not tendered on the redemption date, October 7, 2013. The trustee under the indenture governing the 9.5%
Notes accepted those funds in trust for the benefit of the holders of the 9.5% Notes and has acknowledged the
satisfaction and discharge of the 9.5% Notes and the indenture governing the 9.5% Notes.
In connection with the Tender Offer, the Company recorded $105,640 of fees and expenses as a cash charge
to Interest expense in the Consolidated Statements of Operations during Fiscal 2013. In connection with the
satisfaction and discharge process, the Company recorded cash charges of $5,667 to Interest expense in the
Consolidated Statements of Operations during Fiscal 2013. In addition, $10,911 of debt issuance costs and
unamortized premium related to the 9.5% Notes were written off as a non-cash charge to Interest expense in the
Consolidated Statements of Operations during Fiscal 2013.
ABL Facility
On December 17, 2012 the Company exercised its option to increase its asset based lending revolving credit
facility (the “ABL Facility”) from $300,000 to $400,000 and extend the maturity to May 24, 2017. In connection
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