Spectrum Brands Announces Tender Offer for its 6.375% Senior Notes Due 2020

MIDDLETON, Wis.–(BUSINESS WIRE)–Spectrum Brands Holdings, Inc. (NYSE: SPB), a global consumer products
company with market-leading brands, announced today that its wholly
owned subsidiary Spectrum Brands, Inc. (“Spectrum Brands”) commenced a
cash tender offer (the “Tender Offer”) with respect to any and all of
the $520 million aggregate outstanding principal amount of Spectrum
Brands 6.375% Senior Notes due 2020 (the “Notes”).

Spectrum Brands will pay the purchase price for Notes validly tendered
and accepted for purchase, as well as accrued and unpaid interest up to,
but not including, the payment date. The Tender Offer is scheduled to
expire at 5:00 p.m., New York City time, on September 19, 2016, unless
extended or earlier terminated by Spectrum Brands in its sole discretion
(the “Expiration Time”). The “Settlement Date” for the Tender Offer will
promptly follow the Expiration Time and is expected to be September 20,
2016. Following payment for the Notes accepted pursuant to the terms of
the Tender Offer, Spectrum Brands currently intends, but is not
obligated, to redeem any and all Notes that remain outstanding. The
Tender Offer does not constitute a notice of redemption or an obligation
to issue a notice of redemption. Other information relating to the Offer
is listed in the table below.

Principal Amount of

Notes

CUSIP Number

Notes Outstanding

Notes Consideration (1)

6.375% Senior Notes due 2020

CUSIP No. 84762LAN5; ISIN US84762LAN55;

$520,000,000.00

$1,039.88

___________________________

(1)				Per $1,000 principal amount of Notes and excluding accrued and unpaid interest. Holders will receive in cash an amount equal to accrued and unpaid interest in addition to the Notes Consideration.

The Tender Offer is contingent upon, among other things, Spectrum
Brands’ successful completion of one or more debt securities offerings
in an amount of at least €375,000,000 and that, when combined with
available borrowing capacity under its revolving credit facility, is
sufficient to fund the purchase of validly tendered Notes accepted for
purchase in the Tender Offer and to pay all fees and expenses associated
with such financing and the Tender Offer. The Tender Offer is not
conditioned on any minimum amount of Notes being tendered. Spectrum
Brands may amend, extend or terminate the Tender Offer, in its sole
discretion. Tendered Notes may be withdrawn any time prior to the
Expiration Time.

The terms and conditions of the Tender Offer are described in the Offer
to Purchase, dated September 13, 2016 (as it may be amended or
supplemented from time to time, the “Offer to Purchase”).

Spectrum Brands has retained Deutsche Bank Securities Inc. to serve as
the Dealer Manager for the Tender Offer. Requests for documents may be
directed to D.F. King & Co., the Information Agent and Tender Agent at spb@dfking.com,
(888) 288-0951 (toll-free) or (212) 269-5550 (collect). Questions
regarding the Tender Offer may be directed to Deutsche Bank Securities
Inc. at (855) 287-1922 or (212) 250-7527.

Copies of the Offer to Purchase and the related notice of guaranteed
delivery are also available at the following web address: http://www.dfking.com/spb

This press release is for informational purposes only. The Tender Offer
is being made solely by the Offer to Purchase. This press release does
not constitute an offer to sell or the solicitation of an offer to buy
any securities and shall not constitute an offer, solicitation or sale
in any jurisdiction in which, or to any persons to whom, such offering,
solicitation or sale would be unlawful. Any offers of concurrently
offered securities will be made only by means of a private offering
memorandum. The Tender Offer is not being made to holders of Notes in
any jurisdiction in which the making or acceptance thereof would not be
in compliance with the securities, blue sky or other laws of such
jurisdiction. In any jurisdiction in which the securities laws or blue
sky laws require the Tender Offer to be made by a licensed broker or
dealer, the Tender Offer will be deemed to be made on behalf of Spectrum
Brands by the Dealer Manager, or one or more registered brokers or
dealers that are licensed under the laws of such jurisdiction.

None of Spectrum Brands, the Information Agent, the Tender Agent, the
Dealer Manager or any of their respective affiliates makes any
recommendation as to whether holders should tender or refrain from
tendering their Notes, and no person or entity has been authorized by
any of them to make such a recommendation. Holders must make their own
decision as to whether to tender Notes and, if so, the principal amount
of the Notes to tender.

About Spectrum Brands Holdings, Inc. and Spectrum Brands, Inc.

Spectrum Brands Holdings, a member of the Russell 2000 Index, is a
global consumer products company offering an expanding portfolio of
leading brands providing superior value to consumers and customers every
day. The Company is a leading supplier of consumer batteries,
residential locksets, residential builders’ hardware, plumbing, shaving
and grooming products, personal care products, small household
appliances, specialty pet supplies, lawn and garden and home pest
control products, personal insect repellents, and auto care products.
Helping to meet the needs of consumers worldwide, our Company offers a
broad portfolio of market-leading, well-known and widely trusted brands
including Rayovac®, VARTA®, Kwikset®, Weiser®, Baldwin®, National
Hardware®, Pfister®, Remington®, George Foreman®, Russell Hobbs®, Black+
Decker®, Tetra®, Marineland®, Nature’s Miracle®, Dingo®, 8-in-1®,
FURminator®, IAMS®, Eukanuba®, Digest-eeze™, Healthy-Hide®, Littermaid®,
Spectracide®, Cutter®, Repel®, Hot Shot®, Black Flag®, Liquid Fence®,
Armor All®, STP® and A/C PRO®. Spectrum Brands’ products are sold by the
world’s top 25 retailers and are available in more than one million
stores in approximately 160 countries. Based in Middleton, Wisconsin,
Spectrum Brands Holdings generated net sales of approximately $4.69
billion in fiscal 2015. For more information, visit www.spectrumbrands.com.

Forward-Looking Statements

Certain matters discussed in this news release and other oral and
written statements by representatives of the Company regarding matters
such as the Tender Offer and the achievement of the expected benefits of
any such transactions, expected sales, adjusted EBITDA, debt reduction
and leverage, and other measures of financial performance, may be
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements are identified by words
such as “future,” “anticipate”, “intend,” “plan,” “estimate,” “believe,”
“expect,” “project,” “forecast,” “could,” “would,” “should,” “will,”
“may,” and similar expressions of future intent or the negative of such
terms. These statements are subject to a number of risks and
uncertainties that could cause results to differ materially from those
anticipated as of the date of this release. Actual results may differ
materially as a result of (1) Spectrum Brands’ ability to manage and
otherwise comply with its covenants with respect to its significant
outstanding indebtedness, (2) risks related to changes and developments
in external competitive market factors, such as introduction of new
product features or technological developments, development of new
competitors or competitive brands or competitive promotional activity or
spending, (3) changes in consumer demand for the various types of
products Spectrum Brands offers, (4) unfavorable developments in the
global capital markets, (5) the impact of overall economic conditions on
consumer spending, (6) fluctuations in commodities prices, the costs or
availability of raw materials or terms and conditions available from
suppliers, (7) changes in the general economic conditions in countries
and regions where Spectrum Brands does business, such as stock market
prices, interest rates, currency exchange rates, inflation and consumer
spending, (8) Spectrum Brands’ ability to successfully implement
manufacturing, distribution and other cost efficiencies and to continue
to benefit from its cost-cutting initiatives, (9) Spectrum Brands’
ability to identify, develop and retain key employees, (10) unfavorable
weather conditions and various other risks and uncertainties, including
those discussed herein and those set forth in the securities filings of
each of Spectrum Brands Holdings, Inc. and SB/RH Holdings, Inc.,
including each of their most recently filed Annual Reports on Form 10-K
or Quarterly Reports on Form 10-Q.

Spectrum Brands also cautions the reader that its estimates of
trends, market share, retail consumption of its products and reasons for
changes in such consumption are based solely on limited data available
to Spectrum Brands and management’s reasonable assumptions about market
conditions, and consequently may be inaccurate, or may not reflect
significant segments of the retail market. Spectrum Brands also cautions
the reader that undue reliance should not be placed on any
forward-looking statements, which speak only as of the date of this
release. Spectrum Brands undertakes no duty or responsibility to update
any of these forward-looking statements to reflect events or
circumstances after the date of this report or to reflect actual
outcomes.

Contacts

Spectrum Brands Holdings, Inc.
Investor/Media Contact:
Dave
Prichard, 608-278-6141