Item 1.01. Entry into a Material Definitive Agreement

The information contained in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.



On February 16, 2022, Spectrum Brands, Inc., a Delaware corporation (the
"Company"), a wholly owned subsidiary of SB/RH Holdings, LLC, which is a wholly
owned subsidiary of Spectrum Brands Holdings, Inc., borrowed $350 million of
incremental revolving loans pursuant to the Third Amendment (the "Third
Amendment") to that certain Amended and Restated Credit Agreement, dated as of
June 30, 2020, with Royal Bank of Canada, as administrative agent, and certain
lenders party thereto. The Company entered into the Third Amendment on February
3, 2022 and borrowed $150 million of incremental revolving loans thereunder on
such date. The proceeds of the Third Amendment may be used to finance the
working capital needs and other general corporate purposes of the Company and
its subsidiaries, including funding for the acquisition by the Company of the
Tristar Business.

The foregoing description of the Third Amendment does not purport to be a
complete statement of the parties' rights and obligations under the Third
Amendment and the transactions contemplated by the Third Amendment. The
foregoing description of the Third Amendment is qualified in its entirety by
reference to the Third Amendment, a copy of which is attached hereto as Exhibit
10.1 and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure



On February 18, 2022, the Company issued a press release announcing that it has
completed its previously reported acquisition of the kitchen appliances and
cookware categories business of Tristar Products, Inc. A copy of the press
release is attached as Exhibit 99.1, and each such document is incorporated by
reference herein.

The information furnished pursuant to this Item and the related exhibit shall
not be deemed "filed" for purposes of Section 18 of Securities Exchange Act of
1934, as amended (the "Exchange Act"), or incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as may be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



           Exhibit No.                                         Description
              10.1                 Third Amendment to Amended and Restated

Credit Agreement, dated as of

February 3, 2022 (to the Amended and

Restated Credit Agreement dated as


                                 of June 30, 2020) by and among the Company, SB/RH holdings, the
                                 guarantors party thereto, the lender party thereto from time to time,
                                 and Royal Bank of Canada, as the administrative agent.
              99.1                 Press Release, dated     February 1    8    , 20    22    ,
                                 announcing the cl    osing of the Tristar Busin    ess acquisition


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