8-K
Spectrum Brands Holdings, Inc. (SPB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 17, 2024
SPECTRUM BRANDS HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware<br>) | 001-4219 | 74-1339132 |
|---|---|---|
| (State or other jurisdiction<br> of incorporation | (Commission<br><br>File Number) | (I.R.S. Employer<br> Identification No.) |
SB/RH HOLDINGS, LLC
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 333-192634-03 | 27-2812840 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (I.R.S. Employer<br><br>Identification No.) |
3001 Deming Way
Middleton , Wisconsin
53562
(Address of principal executive offices)
( 608 ) 275-3340
(Registrant’s telephone number, including area code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule <br>14a-12<br> under the Exchange Act (17 CFR <br>240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule <br>14d-2(b)<br> under the Exchange Act (17 CFR <br>240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule <br>13e-4(c)<br> under the Exchange Act (17 CFR <br>240.13e-4(c)) |
| --- | --- |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§232.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Spectrum Brands Holdings, Inc. | ☐ |
|---|---|
| SB/RH Holdings, LLC | ☐ |
If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Spectrum Brands Holdings, Inc. | ☐ |
|---|---|
| SB/RH Holdings, LLC | ☐ |
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Registrant | Title of Each Class | Trading<br> Symbol | Name of Exchange<br><br>On Which Registered |
|---|---|---|---|
| Spectrum Brands Holdings, Inc. | Common Stock, $0.01 par value | SPB | New York Stock Exchange |
Item 7.01 Regulation FD Disclosure.
On June 17, 2024, Spectrum Brands, Inc. (the “Company”), a wholly-owned subsidiary of Spectrum Brands Holdings, Inc., notified U.S. Bank Trust Company, National Association, as trustee, that it will redeem its €17,660,000 aggregate principal amount of 4.00% senior notes due 2026 (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 June 20, 2024. This Current Report on Form 8-K is not a notice of redemption for the Notes.
The information furnished pursuant to this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of, or otherwise regarded as filed under, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by the specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being filed with this Current Report on Form 8-K.
| Exhibit No. | Description |
|---|---|
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 17, 2024 | SPECTRUM BRANDS HOLDINGS, INC. | |
|---|---|---|
| By: | /s/ Jeremy W. Smeltser | |
| Name: Jeremy W. Smeltser | ||
| Title: Executive Vice President and Chief Financial Officer | ||
| SB/RH HOLDINGS, LLC | ||
| By: | /s/ Jeremy W. Smeltser | |
| Name: Jeremy W. Smeltser | ||
| Title: Executive Vice President and Chief Financial Officer |
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