Rayovac 2015 Annual Report Download - page 150

SPECTRUM BRANDS HOLDINGS, INC.
SB/RH HOLDINGS, LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
possible that during the next twelve months some portion of previously unrecognized tax benefits could be
recognized.
NOTE 14—RELATED PARTIES
The Company is subject to a stockholder agreement, dated February 9, 2010 (“Stockholder Agreement”), with its
majority shareholder, HRG Group, Inc. (“HRG”), which provides certain protective provisions in favor of
minority stockholders and provides certain rights and imposes certain obligations on HRG and its affiliates,
including:
• for so long as the HRG and their affiliates beneficially own 40% or more of the outstanding voting
securities of the Company, HRG and the Company will cooperate to ensure, to the greatest extent
possible, the continuation of the structure of the Company’s board of directors as described in the
Stockholder Agreement;
• HRG will not effect any transfer of equity securities of the Company to any person that would result in
such person and its affiliates owning 40% or more of the outstanding voting securities of the Company,
unless specified conditions are met; and
• HRG will be granted certain access and informational rights with respect to the Company and its
subsidiaries.
Certain provisions of the Stockholder Agreement terminate on the date on which the HRG no longer
constitutes a Significant Stockholder (as defined in the Stockholder Agreement). The Stockholder Agreement
terminates when any person, including HRG, acquires 90% or more of the outstanding voting securities of the
Company.
HRG and the Company also entered into a registration rights agreement, dated as of February 9, 2010 (the
“Registration Rights Agreement”), pursuant to which HRG and its affiliates have, among other things and subject
to the terms and conditions set forth therein, certain demand and so-called “piggy back” registration rights with
respect to their shares of the Company’s common stock.
Jefferies LLC (“Jefferies”), a wholly owned subsidiary of Leucadia National Corporation, which through
subsidiaries beneficially owns more than 10% of the outstanding common stock of HRG, which in turn owned
58% of the Company’s outstanding common stock as of September 30, 2015, acted as (i) one of the initial
purchasers for SBI’s offering of $1.0 billion of its 5.75% Notes due 2025, for which Jefferies received
$2.6 million in discounts, commissions and reimbursements of expenses , (ii) one of the underwriters for the
Company’s $575 million offering of common stock in May 2015, for which Jefferies received $1.5 million in
discounts, commissions and reimbursements of expenses, and (iii) one of the financing institutions that
committed to provide “back stop” bridge facilities in an aggregate amount of $1.5 billion in connection with the
financing of the AAG acquisition, for which Jefferies received $2.1 million in fees and reimbursements of
expenses.
NOTE 15—SHARE BASED COMPENSATION
On October 21, 2010, the Board adopted the Spectrum Brands Holdings, Inc. 2011 Omnibus Equity Award Plan
(the “Equity Plan”). During the year ended September 30, 2014, the Equity Plan was amended to increase the
number of shares issuable under the Equity Plan to 5,626 shares of common stock of the Company, net of
cancellations.
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