Spectrum Brands Holdings, Inc. · NYSE:SPB
Spectrum Brands — Merger or Acquisition (February 2010)
14 slides from Spectrum Brands's merger presentation, Feb 9, 2010
Slide 1: Spectrum Brands merger with Russell Hobbs
Spectrum Brands merger with Russell Hobbs
Slide 2: Important Information: Forward-Looking Statements
Important Information FORWARD-LOOKING STATEMENTS Certain matters discussed in this presentation, with the exception of historical matters, may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to a number of risks a
Slide 3: Powerful combination: $3B global consumer products company
Powerful combination: $3B global consumer products companyExtends global reach and market leading brandsAttractive economics for shareholdersStrengthens capital structure and reduces financial riskReduces and lowers cost of combined debtImproves leverageExtends debt maturitiesEnhances liquidity and
Slide 4: Powerful Combination Creates new global consumer products company
Powerful Combination Creates new global consumer products company $3B in revenues: $2.2B Spectrum Brands, $0.8B Russell Hobbs Carried in over 1 million retail outlets by key retailers globally $430 million to $440 million of fiscal 2010 estimated adjusted EBITDA Combined portfolio includes widely re
Slide 5: Like Spectrum, Russell Hobbs Has Strong, Long-Standing Global Customer Relationships
Like Spectrum, Russell Hobbs Has Strong, Long-Standing Global Customer Relationships
Slide 6: Revenue by Category and Geography
Revenue by Category and Geography Spectrum Brands – sales by category Russell Hobbs – sales by category Combined company Spectrum Brands – sales by geography Russell Hobbs – sales by geography Combined company The combined company has increased scale, complementary products and an enhanced geographi
Slide 7: Extend Global Reach and Market Portfolio
Extend Global Reach and Market Portfolio Leverage underutilized brands to expand in categories across business units within Spectrum Personal care Pet Home & Garden Home / kitchen products Revenue opportunities Brands Expand Remington’s product categories with Russell Hobbs’ brandsLeverage Spectrum’
Slide 8: Enhanced Global Footprint and Market Leading Presence
Enhanced Global Footprint and Market Leading Presence North America Distribution highlights Europe Australia/NZ/China Latin America Leverage existing warehousing / distribution capabilities to roll out new products Expected cost savings through leveraging combined scale Opportunity for both companie
Slide 9: Attractive Economics
Attractive Economics Attractive merger economics will create value in the combined company Synergies Revenue upside Capital Structure greatly improved Merger integration model Expected synergies of $25-30 million Russell Hobbs’ brand portfolio + Spectrum’s global distribution infrastructureBetter pr
Slide 10: Strengthened Capital Structure
Strengthened Capital Structure Reduces and lowers cost of combined debt Russell Hobbs $158 million term loan converted to NewCo equity Russell Hobbs $207 million preferred stock converted to NewCo equity New $750 million term loan New $750 million senior secured notes Improves leverage Projected lev
Slide 11: Key Transaction Terms
Key Transaction Terms Russell Hobbs and Spectrum merge into NewCo through stock-for-stock transactionKey transaction terms:Spectrum Brands: enterprise value of $2.6 billion ($31.50 per share)Russell Hobbs: enterprise value of $675 millionTo further delever the combined company, Harbinger has agreed
Slide 12: Transaction Expected to Close Summer 2010
Transaction Expected to Close Summer 2010 Conditions to close include: Approval of shareholders Majority of all holders of SPEB (Harbinger and Avenue Capital have stated their intent to approve) And, majority of the holders of SPEB other than Harbinger HSR and other antitrust approvals Close of new
Slide 13: Corporate Governance
Corporate Governance Merger process Recommended by an independent Special Committee of Spectrum Board of DirectorsBarclays Capital Inc. acted as financial advisor and Jones Day acted as legal counsel to the Special CommitteeApproval requires a majority of non-Harbinger Capital stockholders"Go-Shop"
Slide 14: Powerful combination: $3B global consumer products company
Powerful combination: $3B global consumer products company Extends global reach and market leading brands Attractive economics for shareholders Strengthens capital structure and reduces financial risk Reduces and lowers cost of combined debt Improves leverage Extends debt maturities Enhances liquidi
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