Rayovac 2014 Annual Report Download - page 108

SPECTRUM BRANDS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(Amounts in thousands, except per share figures)
6.75% Notes
On March 15, 2012 the Company offered $300,000 aggregate principal amount of 6.75% Notes at a price of
100% of the par value. The 6.75% Notes are unsecured and guaranteed by SB/RH Holdings, LLC, as well as by
existing and future domestic restricted subsidiaries.
The Company may redeem all or a part of the 6.75% Notes, upon not less than 30 or more than 60 days
notice, at specified redemption prices. Further, the indenture governing the 6.75% Notes (the “2020 Indenture”)
requires the Company to make an offer, in cash, to repurchase all or a portion of the applicable outstanding notes
for a specified redemption price, including a redemption premium, upon the occurrence of a change of control of
the Company, as defined in such indenture.
The 2020 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 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 Indenture arising from certain events of bankruptcy or insolvency will automatically cause the
acceleration of the amounts due under the 6.75% Notes. If any other event of default under the 2020 Indenture
occurs and is continuing, the trustee for the 2020 Indenture or the registered holders of at least 25% in the then
aggregate outstanding principal amount of the 6.75% Notes may declare the acceleration of the amounts due
under those notes.
The Company recorded $6,265 of fees in connection with the offering of the 6.75% Notes during Fiscal
2012. The fees are classified as Debt issuance costs within the accompanying Consolidated Statements of
Financial Position and are amortized as an adjustment to interest expense over the remaining life of the 6.75%
Notes.
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 with the increase and extension, the Company incurred $323 of fees 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 remaining life of the ABL Facility.
On March 28, 2013, the Company amended its ABL Facility to conform certain provisions to reflect the
acquisition of the HHI Business. In connection with the amendment, the Company incurred $206 of fees 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 remaining life of the
ABL Facility.
In connection with the December 18, 2013 amendment of the Term Loan, the Company amended the ABL
Facility to obtain certain consents to the amendment of the Senior Credit Agreement. In connection with the
amendment, the Company incurred fees and expenses that are included in the amounts recorded above related to
the amendment of the Term Loan.
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