Debt | 7 DEBT Debt consists of the following: June 28, 2015 September 30, 2014 Amount Rate Amount Rate Interest Terms Term Loan, due September 4, 2017 (Tranche A) $ — — % $ % Variable rate, see below Term Loan, due September 4, 2019 (Tranche C) — — % % Variable rate, see below Term Loan, due June 23, 2022 % — — % Variable rate, see below CAD Term Loan, due December 17, 2019 — — % % Variable rate, see below CAD Term Loan, due June 23, 2022 % — — % Variable rate, see below Euro Term Loan, due September 4, 2019 — — % % Variable rate, see below Euro Term Loan, due June 23, 2022 % — — % Variable rate, see below 6.375% Notes, due November 15, 2020 % % Fixed rate 6.625% Notes, due November 15, 2022 % % Fixed rate 6.75% Notes, due March 15, 2020 — — % % Fixed rate 6.125% Notes, due December 15, 2024 % — — % Fixed rate 5.75% Notes, due July 15, 2025 % — — % Fixed rate Revolver Facility, expiring June 23, 2020 % — — % Variable rate, see below Other notes and obligations % % Various Capitalized lease obligations % % Various $ $ Original issuance discounts on debt Less: current maturities Long-term debt $ $ The Company has the following debt instruments outstanding at June 28, 2015 : (i) senior secured term loan facilities pursuant to a senior credit agreement (the “Senior Credit Agreement”) which consist of a $1,450.0 U.S dollar denominated term loan facility (“USD Term Loan”), a $60.9 Canadian dollar (“CAD”) denominated term loan facility (“CAD Term Loan”), a $336.2 Euro denominated term loan facility (“Euro Term Loan”) (together, the “Term Loan”); (ii) $520.0 6.375% unsecured notes due 2020 (the “6.375% Notes”); (iii) $570.0 6.625% unsecured notes due 2022 (the “ 6.625% Notes”); (iv) $250.0 6.125% unsecured notes due 2024 (the “6.125% Notes”); (v) $1,000.0 5.75% unsecured notes due 2025 (the “5.75% Notes”); and (vi) a $500.0 cash flow revolving credit facility pursuant to the Senior Credit Agreement (the “Revolver Facility”). Interest Terms Certain of the Company’s debt instruments are subject to variable interest rates. The variable rates disclosed in the table above are weighted averages based on outstanding debt balances and corresponding rates in effect as of the period end. At June 28, 2015, the Company’s variable interest rate terms are as follows: in the case of the USD Term Loan , either adjusted LIBOR (International Exchange London Interbank Offered Rate), subject to a 0.75% floor, plus 3.0% per annum , or b ase rate plus 2.0% per annum; in the case of the CAD Term Loan , either CDOR (Canadian Dollar Offered Rate), subject to a 0.75% floor (0.99% at June 28, 2015) plus 3.5% per annum , or b ase rate plus 2.5% per annum; in the case of the Euro Term Loan , EURIBOR (Euro Interbank Offered Rate) , subject to a 0.75% floor, plus 2.75% per annum , with no b ase rate option available; and in the case of the Revolver Facility , either adjusted LIBOR plus 3.0% per annum, or b ase ra te plus 2.0% per annum . Term Loan On June 23, 2015, Spectrum Brands, Inc., a subsidiary of the Company (“SBI”), entered into term loan facilities pursuant to a Senior Credit Agreement consisting of a $1,450.0 USD Term Loan due June 23, 2022, a $75.0 CAD Term Loan due June 23, 2022 and a €300.0 Euro Term Loan due June 23, 2022, and entered into a $500.0 Revolver Facility due June 23, 2020. The proceeds from the Term Loan facilities and draws on the Revolver Facility were used to repay SBI’s then-existing senior term credit facility, repay SBI’s outstanding 6.75% senior unsecured notes due 2020, repay and replace SBI’s then-existing asset based revolving loan facility, and to pay fees and expenses in connection with the refinancing and for general corporate purposes. Subject to certain mandatory prepayment events, the Term Loan is subject to repayment according to scheduled amortizations, with the final payments of all amounts outstanding, plus accrued and unpaid interest, due at maturity. The Senior Credit Agreement contains customary affirmative and negative covenants, including, but not limited to, restrictions on SBI and its restricted subsidiaries’ ability to incur indebtedness, create liens, make investments, pay dividends or make certain other distributions, and merge or consolidate or sell assets, in each case subject to certain exceptions set forth in the Senior Credit Agreement. Pursuant to a guarantee agreement, SB/RH Holdings, LLC and the material wholly-owned domestic subsidiaries of SBI have guaranteed SBI’s obligations under the Senior Credit Agreement and related loan documents. Pursuant to a security agreement, SBI and such subsidiary guarantors have pledged substantially all of their respective assets to secure such obligations and, in addition, SB/RH Holdings, LLC has pledged the capital stock of SBI to secure such obligations. The Senior Credit Agreement also provides for customary events of default including payment defaults and cross-defaults to other material indebtedness. In addition, the Senior Credit Agreement, solely with respect to the Revolver Facility, contains a financial covenant on the maximum net total leverage ratio that is tested on the last day of each fiscal quarter commencing with the fiscal quarter ending September 30, 2015. The USD Term Loan was issued at a 0.25% discount and was recorded net of the $3.6 amount incurred. The discount will be amortized as an adjustment to the carrying value of principal with a corresponding charge to interest expense over the remaining life of the USD Term Loan. In connection with the issuance of the USD Term Loan, the Company recorded $12.4 of fees of which $4.5 are classified as Debt issuance costs within the accompanying Condensed Consolidated Statements of Financial Position (Unaudited) and are amortized as an adjustment to interest expense over the remaining life of the USD Term Loan with the remainder of $7.9 reflected as an increase to interest expense during both the three and nine month periods ended June 28, 2015. The Company recorded accelerated amortization of portions of the unamortized discount and unamortized Debt issuance costs related to the refinancing of the USD Term Loan totaling $5.1 as an increase to interest expense during both the three and nine month periods ended June 28, 2015. The CAD Term Loan was issued at a 1.0% discount and was recorded net of the $0.8 CAD amount incurred. The discount will be amortized as an adjustment to the carrying value of principal with a corresponding charge to interest expense over the remaining life of the CAD Term Loan. In connection with the issuance of the CAD Term Loan, the Company recorded $0.6 of fees of which $0.4 are classified as Debt issuance costs within the accompanying Condensed Consolidated Statements of Financial Position (Unaudited) and are amortized as an adjustment to interest expense over the remaining life of the CAD Term Loan with the remainder $0.2 reflected as an increase to interest expense during both the three and nine month periods ended June 28, 2015. The Company recorded accelerated amortization of portions of the unamortized discount and unamortized Debt issuance costs related to the refinancing of the CAD Term Loan totaling $0.4 as an increase to interest expense during both the three and nine month periods ended June 28, 2015. The Euro Term Loan was issued at a 0.25% discount and was recorded net of the €0.8 amount incurred. The discount will be amortized as an adjustment to the carrying value of principal with a corresponding charge to interest expense over the remaining life of the Euro Term Loan. SBI previously issued €150.0 of term debt in the three month period ended December 28, 2014 and repaid the same term debt in the three month period ended June 28, 2015 in connection with the issuance of the Euro Term Loan. During the three and nine month periods ended June 28, 2015, the Company recorded $2.6 and $4.9 USD of fees, respectively, related to these Euro denominated debt transactions, of which $2.6 are classified as Debt issuance costs within the accompanying Condensed Consolidated Statements of Financial Position (Unaudited) and are amortized as an adjustment to interest expense over the remaining life of the Euro Term Loan with the remainder of $2.3 reflected as an increase to interest expense during both the three and nine month periods ended June 28, 2015. The Company recorded accelerated amortization of portions of the unamortized discount and unamortized Debt issuance costs related to the refinancing of the Euro Term Loan totaling $2. 3 as an increase to interest expense during both the three and nine month periods ended June 28, 2015. 6.125% Notes On December 4, 2014, SBI issued $250.0 aggregate principal amount of 6.125% Notes at par value, due December 15, 2024. The 6.125% Notes are guaranteed by the Company’s wholly owned subsidiary, SB/RH Holdings, LLC, as well as by the SBI’s existing and future domestic subsidiaries. SBI may redeem all or a part of the 6.125% Notes, at any time on or after December 15, 2019, at specified redemption prices. In addition, prior to December 15, 2019, SBI may redeem the notes at a redemption price equal to 100% of the principal amount plus a “make-whole” premium. SBI is also entitled to redeem up to 35% of the aggregate principal amount of the notes before December 15, 2017 with an amount of cash equal to the net proceeds that SBI raises in equity offerings at specified redemption prices. Further, the indenture governing the 6.125% Notes (the “2024 Indenture”) requires SBI to make an offer, in cash, to repurchase all or a portion of the applicable outstanding notes for a specified redemption price, including a redemption premium, upon the occurrence of a change of control of SBI, as defined in the 2024 Indenture. The 2024 Indenture contains customary covenants that limit, among other things, the incurrence of additional indebtedness, payment of dividends on or redemption or repurchase of equity interests, the making of certain investments, expansion into unrelated businesses, creation of liens on assets, merger or consolidation with another company, transfer or sale of all or substantially all assets, and transactions with affiliates. In addition, the 2024 Indenture provides for customary events of default, including failure to make required payments, failure to comply with certain agreements or covenants, failure to make payments when due or on acceleration of certain other indebtedness, and certain events of bankruptcy and insolvency. Events of default under the 2024 Indenture arising from certain events of bankruptcy or insolvency will automatically cause the acceleration of the amounts due under the 6.125% Notes. If any other event of default under the 2024 Indenture occurs and is continuing, the trustee for the 2024 Indenture or the registered holders of at least 25% in the then aggregate outstanding principal amount of the 6.125% Notes, may declare the acceleration of the amounts due under those notes. The Company recorded $4.6 of fees in connection with the offering of the 6.125% Notes during the nine month periods ended June 28, 2015. The fees are classified as Debt issuance costs within the accompanying Condensed Consolidated Statements of Financial Position (Unaudited) and are amortized as an adjustment to interest expense over the remaining life of the 6.125% Notes. 5.75% Notes On May 20, 2015, in connection with the acquisition of the AAG Business, SBI issued $1,000.0 aggregate principal amount of 5.75% Notes at par value, due July 15, 2025. The 5.75% Notes are guaranteed by the Company’s wholly owned subsidiary, SB/RH Holdings, LLC, as well as by the SBI’s existing and future domestic subsidiaries. SBI may redeem all or a part of the 5.75% Notes, at any time on or after July 15, 2020, at specified redemption prices. In addition, prior to July 15, 2020, SBI may redeem the notes at a redemption price equal to 100% of the principal amount plus a “make-whole” premium. SBI is also entitled to redeem up to 35% of the aggregate principal amount of the notes before July 15, 2018 with an amount of cash equal to the net proceeds that SBI raises in equity offerings at specified redemption prices. Further, the indenture governing the 5.75% Notes (the “2025 Indenture”) requires SBI to make an offer, in cash, to repurchase all or a portion of the applicable outstanding notes for a specified redemption price, including a redemption premium, upon the occurrence of a change of control of SBI, as defined in the 2025 Indenture. The 2025 Indenture contains customary covenants that limit, among other things, the incurrence of additional indebtedness, payment of dividends on or redemption or repurchase of equity interests, the making of certain investments, expansion into unrelated businesses, creation of liens on assets, merger or consolidation with another company, transfer or sale of all or substantially all assets, and transactions with affiliates. In addition, the 2025 Indenture provides for customary events of default, including failure to make required payments, failure to comply with certain agreements or covenants, failure to make payments when due or on acceleration of certain other indebtedness, and certain events of bankruptcy and insolvency. Events of default under the 2025 Indenture arising from certain events of bankruptcy or insolvency will automatically cause the acceleration of the amounts due under the 5.75% Notes. If any other event of default under the 2025 Indenture occurs and is continuing, the trustee for the 2025 Indenture or the registered holders of at least 25% in the then aggregate outstanding principal amount of the 5.75% Notes, may declare the acceleration of the amounts due under those notes. The Company recorded $19.5 of fees in connection with the offering of the 5.75% Notes during both the three and nine month periods ended June 28, 2015. The fees are classified as Debt issuance costs within the accompanying Condensed Consolidated Statements of Financial Position (Unaudited) and are amortized as an adjustment to interest expense over the remaining life of the 5.75% Notes. 6.75% Notes On June 23, 2015 SBI called the $300.0 outstanding aggregate principal amount of 6.75% senior unsecured notes due 2020 (the “6.75% Notes”). In connection with the call, SBI paid the trustee principal, interest and a call premium sufficient to redeem the $300.0 of 6.75% Notes outstanding. The trustee under the indenture governing the 6.75% Notes accepted those funds in trust for the benefit of the holders of the 6.75% Notes and has acknowledged the satisfaction and discharge of the 6.75% Notes and the indenture governing the 6.75% Notes. On July 23, 2015, the Trustee redeemed the 6.75% Notes. In connection with the call, the Company recorded $15.2 of fees and expenses as a cash charge to interest expense in the Condensed Consolidated Statements of Operations (unaudited) during both the three and nine month periods ended June 28, 2015. In connection with the satisfaction and discharge process, the Company recorded cash charges of $1.7 to interest expense in the Condensed Consolidated Statements of Operations (unaudited) during both the three and nine month periods ended June 28, 2015. In addition, $4.1 of debt issuance costs related to the 6.75% Notes were written off as a non-cash charge to interest expense in the Condensed Consolidated Statements of Operations (unaudited) in both the three and nine month periods ended June 28, 2015. Revolver Facility As noted above, on June 23, 2015, SBI entered into a new Revolver Facility under the Senior Credit Agreement for $500.0 of aggregate commitment maturing June 23, 2020. In connection with the new Revolver Facility, the Company incurred $5.7 of fees all of which are classified as Debt issuance costs within the accompanying Condensed Consolidated Statements of Financial Position (Unaudited) and are amortized as an adjustment to interest expense over the remaining life of the Revolver Facility. The Company recorded accelerated amortization of portions of the unamortized Debt Issuance costs related to the refinancing of the Prior Revolver Facility totaling $1.1 as an increase to interest expense during both the three and nine month periods ended June 28, 2015. As a result of borrowings and payments under the Revolver Facility, at June 28, 2015, the Company had aggregate borrowing availability of approximately $419. 3 , net of outstanding letters of credit of $33.2 . |