Rayovac 2015 Annual Report Download - page 135

SPECTRUM BRANDS HOLDINGS, INC.
SB/RH HOLDINGS, LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
The Company recorded $19.7 million of fees in connection with the offering of the 5.75% Notes during the
year ended September 30, 2015, which have been capitalized as debt issuance costs and are being amortized over
the remaining life of the 5.75% Notes.
6.125% Notes
On December 4, 2014, SBI issued $250 million aggregate principal amount of 6.125% Notes at par value,
due December 15, 2024 (the”6.125% Notes”). The 6.125% Notes are guaranteed SB/RH, as well as by SBI’s
existing and future domestic subsidiaries.
SBI may redeem all or a part of the 6.125% Notes, at any time on or after December 15, 2019, at specified
redemption prices. Prior to December 15, 2019, SBI may redeem the notes at a redemption price equal to 100%
of the principal amount plus a “make-whole” premium. SBI is also entitled to redeem up to 35% of the aggregate
principal amount of the notes before December 15, 2017 with an amount of cash equal to the net proceeds that
SBI raises in equity offerings at specified redemption prices. Further, the indenture governing the 6.125% Notes
(the “2024 Indenture”) requires SBI 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 SBI, as defined in the 2024 Indenture.
The 2024 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 2024 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 2024 Indenture arising from certain events of bankruptcy or insolvency will automatically cause the
acceleration of the amounts due under the 6.125% Notes. If any other event of default under the 2024 Indenture
occurs and is continuing, the trustee for the 2024 Indenture or the registered holders of at least 25% in the then
aggregate outstanding principal amount of the 6.125% Notes, may declare the acceleration of the amounts due
under those notes.
The Company recorded $4.6 million of fees in connection with the offering of the 6.125% Notes during the
year ended September 30, 2015, which have been capitalized as debt issuance costs and are being amortized over
the remaining life of the 6.125% Notes.
6.375% Notes and 6.625% Notes
On December 17, 2012, in connection with the acquisition of HHI Business, the Company assumed
$520 million aggregate principal amount of 6.375% Notes at par value, due November 15, 2020 (the
“6.375% Notes”), and $570 million aggregate principal amount of 6.625% Notes at par value, due November 15,
2022 (the “6.625% Notes”). The 6.375% Notes and 6.625% Notes are unsecured and guaranteed by SB/RH, as
well as by existing and future domestic restricted subsidiaries.
The Company may redeem all or a part of the 6.375% Notes and the 6.625% Notes, upon not less than 30 or
more than 60 days notice, at specified redemption prices. Further, the indenture governing the 6.375% Notes and
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