SPECTRUM BRANDS HOLDINGS, INC. Item 7.01. Regulation FD Disclosure.
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This disclosure shall not constitute an offer to sell or the solicitation of an offer to purchase any security and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such offering, solicitation or sale would be unlawful.
The information is being furnished under Item 7.01 of this Current Report on Form 8-K to comply with Regulation FD. Such information shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the registrants' filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
Forward-Looking Statements
We have made, implied or incorporated by reference certain forward-looking
statements in this document. All statements, other than statements of historical
facts included or incorporated by reference in this document, without
limitation, statements regarding the 2025 Notes Tender Offer, statements or
expectations regarding our Global Productivity Improvement Program, our business
strategy, future operations, financial condition, estimated revenues, projected
costs, projected synergies, prospects, plans and objectives of management,
information concerning expected actions of third parties, retention and future
compensation of key personnel, our ability to meet environmental, social, and
governance goals and statements regarding the expected impact of the COVID-19
pandemic, economic, social, and political conditions or civil unrest in the
Since these forward-looking statements are based upon our current expectations of future events and projections and are subject to a number of risks and uncertainties, many of which are beyond our control and some of which may change rapidly, actual results or outcomes may differ materially from those expressed or implied herein, and you should not place undue reliance on these statements. Important factors that could cause our actual results to differ materially from those expressed or implied herein include, without limitation: (1) the impact of the COVID-19 pandemic on our customers, employees, manufacturing facilities, suppliers, the capital markets and our financial condition, and results of operations, all of which tend to aggravate the other risks and uncertainties we face; (2) the impact of our indebtedness on our business, financial condition and results of operations; (3) the impact of restrictions in our debt instruments on our ability to operate our business, finance our capital needs or pursue or expand business strategies; (4) any failure to comply with financial covenants and other provisions and restrictions of our debt instruments; (5) the effects of general economic conditions, including the impact of, and changes to tariffs and trade policies, inflation, recession or fears of a recession, depression or fears of a depression, labor costs and stock market volatility or monetary or fiscal policies in the countries where we do business; (6) the impact of fluctuations in transportation and shipment costs, in commodity prices, costs or availability of raw materials or terms and conditions available from suppliers, including suppliers' willingness to advance credit; (7) interest rate and exchange rate fluctuations; (8) the loss of, significant reduction in, or dependence upon, sales to any significant retail customer(s); (9) competitive promotional activity or spending by competitors, or price reductions by competitors; (10) the introduction of new product features or technological developments by competitors and/or the development of new competitors or competitive
brands; (11) the impact of actions taken by significant stockholders; (12)
changes in consumer spending preferences and demand for our products,
particularly in light of the COVID-19 pandemic and economic stress; (13) our
ability to develop and successfully introduce new products, protect our
intellectual property and avoid infringing the intellectual property of third
parties; (14) our ability to successfully identify, implement, achieve and
sustain productivity improvements (including our Global Productivity Improvement
Program), cost efficiencies (including at our manufacturing and distribution
operations) and cost savings; (15) the seasonal nature of sales of certain of
our products; (16) the effects of climate change and unusual weather activity,
as well as further natural disasters and pandemics; (17) the cost and effect of
unanticipated legal, tax or regulatory proceedings or new laws or regulations
(including environmental, public health and consumer protection regulations);
(18) our discretion to conduct, suspend or discontinue our share repurchase
program (including our discretion to conduct purchases, if any, in a variety of
manners including open-market purchases or privately negotiated transactions);
(19) public perception regarding the safety of products that we manufacture and
sell, including the potential for environmental liabilities, product liability
claims, litigation and other claims related to products manufactured by us and
third parties; (20) the impact of existing, pending or threatened litigation,
government regulations or other requirements or operating standards applicable
to our business; (21) the impact of cybersecurity breaches or our actual or
perceived failure to protect company and personal data, including our failure to
comply with new and increasingly complex global data privacy regulations; (22)
changes in accounting policies applicable to our business; (23) our ability to
utilize net operating loss carry-forwards to offset tax liabilities from future
taxable income; (24) the impact of expenses resulting from the implementation of
new business strategies, divestitures or current and proposed restructuring
activities; (25) our ability to successfully implement further acquisitions or
dispositions and the impact of any such transactions on our financial
performance; (26) the unanticipated loss of key members of senior management and
the transition of new members of our management teams to their new roles; (27)
the impact of economic, social and political conditions or civil unrest in the
Some of the above-mentioned factors are described in further detail in the
sections entitled "Risk Factors" in our annual and quarterly reports, as
applicable. You should assume the information appearing in this document is
accurate only as of the date hereof, or as otherwise specified, as our business,
financial condition, results of operations and prospects may have changed since
such date. Except as required by applicable law, including the securities laws
of
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 99.1 Press Release datedFebruary 19, 2021 related to the 2025 Notes Tender Offer 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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