Rayovac 2014 Annual Report Download - page 129

SPECTRUM BRANDS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(Amounts in thousands, except per share figures)
The Company is a defendant in various litigation matters generally arising out of the ordinary course of
business. The Company does not believe that any of the 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 leases. Future minimum rental commitments under non-cancelable operating leases, principally
pertaining to land, buildings and equipment, are as follows:
2015 ............................................................ $ 37,202
2016 ............................................................ 33,246
2017 ............................................................ 28,373
2018 ............................................................ 19,034
2019 ............................................................ 14,361
Thereafter ........................................................ 31,872
Total minimum lease payments ....................................... $164,088
All of the leases expire between October 2014 and July 2024. The Company’s total rent expense was
$40,775, $41,829 and $34,327 during Fiscal 2014, Fiscal 2013 and Fiscal 2012, respectively.
(13) RELATED PARTY TRANSACTIONS
Merger Agreement and Registration Rights Agreement
On June 16, 2010 (the “Closing Date”), SB Holdings completed the merger with Russell Hobbs, Inc.
(“Russell Hobbs”)(the “Merger”) pursuant to the Agreement and Plan of Merger, 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”). In connection with
the Merger, the Harbinger Parties and SB Holdings entered into a stockholder agreement, dated February 9, 2010
(the “Stockholder Agreement”), which provides for certain protective provisions in favor of minority
stockholders and provides certain rights and imposes certain obligations on the Harbinger Parties, including:
• for so long as the Harbinger Parties and their affiliates beneficially own 40% or more of the
outstanding voting securities of SB Holdings, the Harbinger Parties and the Company will cooperate to
ensure, to the greatest extent possible, the continuation of the structure of the SB Holdings board of
directors as described in the Stockholder Agreement;
• the Harbinger Parties will not effect any transfer of equity securities of SB Holdings to any person that
would result in such person and its affiliates owning 40% or more of the outstanding voting securities
of SB Holdings, unless specified conditions are met; and
• the Harbinger Parties will be granted certain access and informational rights with respect to SB
Holdings and its subsidiaries.
Pursuant to a joinder to the Stockholder Agreement entered into by the Harbinger Parties and Harbinger
Group, Inc. (“HRG”), upon consummation of the Share Exchange, HRG became a party to the Stockholder
Agreement, and is subject to all of the covenants, terms and conditions of the Stockholder Agreement to the same
extent as the Harbinger Parties were bound thereunder prior to giving effect to the Share Exchange.
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