SPECTRUM BRANDS HOLDINGS, INC. : Entry into a Material Definitive Agreement, Other Events (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On June 20, 2023, Spectrum Brands Holdings, Inc.’s (the “Company”) entered into
an accelerated share repurchase agreement (the “ASR Agreement”) with Goldman
Sachs & Co. LLC (the “ASR Counterparty”) to repurchase an aggregate of $500
million of the Company’s common stock, par value $0.01 per share (the “Common
Stock”). The Company is funding the share repurchases under the ASR Agreement,
which are being made pursuant to the Company’s new $1.0 billion share repurchase
program, with cash on-hand following the closing of the sale of the Company’s
Hardware and Home Improvement segment to ASSA ABLOY.

Under the terms of the ASR Agreement, the Company will pay an initial aggregate
purchase price of $500 million to the ASR Counterparty at inception of the ASR
Agreement, and the ASR Counterparty will make an aggregate initial delivery of
approximately 5.3 million shares of Common Stock to the Company.

The total number of shares ultimately purchased by the Company pursuant to the
ASR Agreement will generally be based on the daily volume-weighted average share
price of the Common Stock during the calculation period of the ASR Agreement,
less an agreed discount and subject to adjustments pursuant to the terms and
conditions of the ASR Agreement. At final settlement of the ASR Agreement, the
Company may be entitled to receive additional shares of Common Stock, or, under
certain limited circumstances, be required to deliver shares to the ASR
Counterparty or, at the Company’s election, remit a settlement amount in cash to
the ASR Counterparty. The final settlement of the transactions under the ASR
Agreement is expected to occur no later than December 2023, with the settlement
date for the ASR Agreement determined at the ASR Counterparty’s option within an
agreed range, subject to earlier termination under certain limited
circumstances, as set forth in the ASR Agreement.

The ASR Agreement contains customary terms for these types of transactions,
including, but not limited to, the mechanisms to determine the number of shares
of Common Stock or the amount of cash that will be delivered at settlement, the
required timing of delivery of the shares of Common Stock, the specific
circumstances under which adjustments may be made to the transactions, the
specific circumstances under which the transactions may be terminated prior to
their scheduled maturity and various acknowledgements, representations and
warranties made by the Company and the ASR Counterparty to one another.

From time to time, the ASR Counterparty and/or its respective affiliates have
directly and indirectly engaged, and may engage in the future, in investment
and/or commercial banking transactions with the Company for which the ASR
Counterparty (or its affiliates) has received, or may receive, customary
compensation, fees and expense reimbursement.

The foregoing description of the ASR Agreement does not purport to be complete
and is qualified in its entirety by reference to the form of confirmation for
the ASR Agreement, a copy of which form is attached as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01 Other Events

On June 17, 2023, the Company’s Board of Directors approved the termination of
the Company’s existing share repurchase program and the authorization of a new
share repurchase program for up to $1.0 billion of Common Stock (the “Maximum
Amount”). The new share repurchase program will be in effect from June 17, 2023
until the earlier of the Maximum Amount being repurchased thereunder or the
suspension, termination or replacement of the program by the Company’s Board of
Directors. The timing and actual number of shares that may be repurchased under
the program will depend on a variety of factors, including price, general
business and market conditions, and other investment opportunities and there is
no guarantee that any shares will be repurchased under the program. Shares may
be repurchased through open market purchases or privately negotiated
transactions, including through accelerated share repurchase transactions and
the use of trading plans intended to qualify under Rule 10b5-1 under the
Securities and Exchange Act of 1934.

On June 16, 2023, Spectrum Brands, Inc., a wholly owned subsidiary of the
Company (“SBI”), notified Royal Bank of Canada (“RBC”), as administrative agent
under that certain Amended and Restated Credit Agreement, dated as of June 30,
2020 (as amended from time to time, the “Credit Agreement”), that on June 20,
2023 it will (i) repay $392,000,000 of term loans, which constitutes the
repayment of all outstanding term loans under the Credit Agreement, (ii) repay
$470,000,000 of revolving loans that are drawn under SBI’s $600,000,000 initial
revolving tranche established under the Credit Agreement (the “Initial Revolving
Credit Facility Tranche”), which constitutes the repayment of all outstanding
revolving loans under such tranche and (iii) repay $245,000,000 of revolving
loans that are drawn under SBI’s $500,000,000 incremental revolving tranche
established under the Credit Agreement (the “Incremental Revolving Credit
Facility Tranche”), which constitutes the repayment of all outstanding revolving
loans under such tranche.

On June 20, 2023, SBI notified RBC that on June 23, 2023, it will terminate all
revolving loan commitments under the Incremental Revolving Credit Facility
Tranche. The revolving loan commitments under the Initial Revolving Credit
Facility Tranche will not be terminated at such time.

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On June 20, 2023, SBI also notified U.S. Bank Trust Company, National
Association, as trustee, that it will redeem its $449,967,000 aggregate
principal amount of 5.750% Senior Notes due 2025 (the “Notes”) in full at the
redemption price, calculated in accordance with the indenture governing the
Notes, plus accrued and unpaid interest. The redemption date for the Notes will
be July 20, 2023. This Current Report on Form 8-K is not a notice of redemption
for the Notes.

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