Spectrum Brands Holdings, Inc. Sample Contracts

Spectrum Brands Legacy, Inc. – SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SPECTRUM BRANDS LEGACY, INC. (July 13th, 2018)

FIRST: The name of the Corporation is Spectrum Brands Legacy, Inc. A Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Corporation changing the name of the Corporation from Spectrum Brands Holdings, Inc. to Spectrum Brands Legacy, Inc. was filed with the Secretary of State of the State of Delaware on July 13, 2018.

Spectrum Brands Legacy, Inc. – THIRD AMENDED AND RESTATED BYLAWS OF SPECTRUM BRANDS LEGACY, INC. A Delaware Corporation (“the Corporation”) (July 13th, 2018)
Spectrum Brands Holdings, Inc. – AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (June 8th, 2018)

THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), effective as of June 8, 2018 is by and among HRG Group, Inc., a Delaware corporation (“Halley”), HRG SPV Sub I, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Halley (“Merger Sub 1”), HRG SPV Sub II, LLC., a Delaware limited liability company and a direct wholly owned Subsidiary of Halley (“Merger Sub 2”, and together with Merger Sub 1, “Merger Sub”) and Spectrum Brands Holdings, Inc., a Delaware corporation (“Saturn”).

Spectrum Brands Holdings, Inc. – Executive Chairman David Maura Named (April 26th, 2018)

Middleton, WI, April 26, 2018 – Spectrum Brands Holdings, Inc. (NYSE: SPB), a global consumer products company offering a portfolio of leading brands providing superior value to consumers every day, announced today that Executive Chairman David M. Maura has been named Chief Executive Officer, effective immediately. Maura succeeds Andreas Rouvé, who has stepped down as CEO and a Director.

Spectrum Brands Holdings, Inc. – VOTING AGREEMENT (February 26th, 2018)

WHEREAS, in order to induce the Company and Spectrum Brands Holdings, Inc., a Delaware corporation (“Spectrum”) to enter into an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”) by and among the Company, Spectrum, HRG SPV Sub I, Inc., a Delaware corporation, and HRG SPV Sub II, LLC, a Delaware limited liability company, Stockholder has agreed to enter into this Agreement with respect to all shares of common stock, par value $0.01 per share, of the Company that Stockholder beneficially owns (the “Shares”) and that certain share of Series A Participating Convertible Preferred Stock of the Company that the Stockholder beneficially owns (the “Preferred Share”).

Spectrum Brands Holdings, Inc. – VOTING AGREEMENT (February 26th, 2018)

WHEREAS, in order to induce the Company to enter into an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among the Company, Stockholder, HRG SPV Sub I, Inc., a Delaware corporation, and HRG SPV Sub II, LLC, a Delaware limited liability company, Stockholder has agreed to enter into this Agreement with respect to all shares of common stock, par value $0.01 per share, of the Company that Stockholder beneficially owns (the “Shares”).

Spectrum Brands Holdings, Inc. – VOTING AGREEMENT (February 26th, 2018)

WHEREAS, in order to induce the Company to enter into an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among the Company, Stockholder, HRG SPV Sub I, Inc., a Delaware corporation, and HRG SPV Sub II, LLC, a Delaware limited liability company, Stockholder has agreed to enter into this Agreement with respect to all shares of common stock, par value $0.01 per share, of the Company that Stockholder beneficially owns (the “Shares”).

Spectrum Brands Holdings, Inc. – AGREEMENT AND PLAN OF MERGER BY AND AMONG HRG GROUP, INC. HRG SPV SUB I, INC., HRG SPV SUB II, LLC, AND SPECTRUM BRANDS HOLDINGS, INC. DATED AS OF FEBRUARY 24, 2018 (February 26th, 2018)

This AGREEMENT AND PLAN OF MERGER (as hereinafter amended, modified or changed from time to time in accordance with the terms hereof, this “Agreement”), dated as of February 24, 2018 is by and among HRG Group, Inc., a Delaware corporation (“Halley”), HRG SPV Sub I, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Halley (“Merger Sub 1”), HRG SPV Sub II, LLC., a Delaware limited liability company and a direct wholly owned Subsidiary of Halley (“Merger Sub 2”, and together with Merger Sub 1, “Merger Sub”) and Spectrum Brands Holdings, Inc., a Delaware corporation (“Saturn”).

Spectrum Brands Holdings, Inc. – VOTING AGREEMENT (February 26th, 2018)

WHEREAS, in order to induce the Company and Spectrum Brands Holdings, Inc., a Delaware corporation (“Spectrum”) to enter into an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”) by and among the Company, Spectrum, HRG SPV Sub I, Inc., a Delaware corporation, and HRG SPV Sub II, LLC, a Delaware limited liability company, Stockholder has agreed to enter into this Agreement with respect to all shares of common stock, par value $0.01 per share, of the Company that Stockholder beneficially owns (the “Shares”).

Spectrum Brands Holdings, Inc. – SHAREHOLDER AGREEMENT (February 26th, 2018)

This SHAREHOLDER AGREEMENT, dated as of February 24, 2018 (this “Agreement”) and, except as otherwise set forth in Section 5.1, effective as of the Closing (the “Effective Time”), is by and between Leucadia National Corporation, a New York corporation (“Leucadia”), and HRG Group, Inc. (to be renamed Spectrum Brands Holdings, Inc. at the Closing of the Merger), a Delaware corporation (the “Company” and together with Leucadia, the “Parties” and each, a “Party”).

Spectrum Brands Holdings, Inc. – RIGHTS AGREEMENT Dated as of February 24, 2018 between Spectrum Brands Holdings, Inc. and COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent (February 26th, 2018)

This Rights Agreement (this “Agreement”), dated as of February 24, 2018, is between Spectrum Brands Holdings, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”).

Spectrum Brands Holdings, Inc. – CERTIFICATE OF DESIGNATION of SERIES R PREFERRED STOCK of SPECTRUM BRANDS HOLDINGS, INC. (Pursuant to 151 of the General Corporation Law of the State of Delaware) (February 26th, 2018)

Spectrum Brands Holdings, Inc., a corporation organized and existing under General Corporation Law of the State of Delaware (“DGCL”) (the “Corporation”), hereby certifies that pursuant to the authority conferred upon the Board of Directors of the Corporation (the “Board of Directors”) by the Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), the Board of Directors on February 24, 2018 adopted the following resolution creating a series of Preferred Stock designated as Series R Preferred Stock (as hereinafter defined):

Spectrum Brands Holdings, Inc. – RIGHTS AGREEMENT Dated as of February 24, 2018 between Spectrum Brands Holdings, Inc. and COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent (February 26th, 2018)

This Rights Agreement (this “Agreement”), dated as of February 24, 2018, is between Spectrum Brands Holdings, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”).

Spectrum Brands Holdings, Inc. – First Amendment to the Employment Agreement (September 29th, 2017)

FIRST AMENDMENT, dated as of, and effective, September 26, 2017 (this “Amendment”), to the Employment Agreement dated as of January 20, 2016 (the “Agreement”) by and between Spectrum Brands, Inc., a Delaware corporation (the “Company”), Spectrum Brands Holdings, Inc., a Delaware corporation (“Parent”) and David M. Maura (the “Executive”).

Spectrum Brands Holdings, Inc. – SPECTRUM BRANDS HOLDINGS, INC. Amended & Restated 2011 Omnibus Equity Award Plan (February 1st, 2017)
Spectrum Brands Holdings, Inc. – SPECTRUM BRANDS HOLDINGS, AWARD PLAN RESTRICTED STOCK UNIT AGREEMENT (February 1st, 2017)

THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), is made, effective as of         , 20     (hereinafter the “Date of Grant”), between Spectrum Brands Holdings, Inc. (the “Company”), and [NAME] (the “Participant”).

Spectrum Brands Holdings, Inc. – SPECTRUM BRANDS HOLDINGS, INC. 2011 OMNIBUS EQUITY AWARD PLAN PERFORMANCE COMPENSATION AWARD AGREEMENT (February 1st, 2017)

THIS PERFORMANCE COMPENSATION AWARD AGREEMENT (the “Agreement”) is made effective as of             , 20     (hereinafter the “Date of Grant”), between Spectrum Brands Holdings, Inc. (the “Company”), and [NAME] (the “Participant”).

Spectrum Brands Holdings, Inc. – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (December 19th, 2016)

This EMPLOYMENT AGREEMENT ("Agreement") was originally entered into as of September 1, 2014 ("Effective Date") and is hereby amended and restated as of December 15, 2016 by and between Spectrum Brands, Inc., a Delaware corporation, (the "Company") and Douglas L. Martin ("Executive").

Spectrum Brands Holdings, Inc. – AMENDED AND RESTATED SEVERANCE AGREEMENT (December 19th, 2016)

This Agreement, originally effective as of September 1, 2009 (the “Effective Date”) and amended and restated as of December 15, 2016, is made by and between Spectrum Brands, Inc.  (the “Company”), a Delaware corporation, with its world headquarters located at 3001 Deming Way, Middleton, WI 53562, and Stacey L. Neu (the “Executive”).

Spectrum Brands Holdings, Inc. – AMENDED AND RESTATED SEVERANCE AGREEMENT (December 19th, 2016)

This Agreement, originally effective as of May 1, 2012 (the "Effective Date") and amended and restated as of December 15, 2016, is made by and between Spectrum Brands, Inc. (the "Company"), a Delaware corporation, with its world headquarters located at 3001 Deming Way, Middleton, WI 53562, and Nathan E. Fagre (the "Executive").

Spectrum Brands Holdings, Inc. – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (December 19th, 2016)

This EMPLOYMENT AGREEMENT ("Agreement") was originally entered into as of March 16, 2015 ("Effective Date") and is hereby amended and restated as of December 15, 2016 by and between Spectrum Brands, Inc., a Delaware corporation, (the "Company"), Spectrum Brands Holdings, Inc., a Delaware corporation ("Parent"), and Andreas Rouvé ("Executive").

Spectrum Brands Holdings, Inc. – For Immediate Release Investor/Media Contact: Dave Prichard (February 2nd, 2016)

Net cash provided from operating activities after purchases of property, plant and equipment (free cash flow) expected to grow to approximately $505-$515 million versus $454 million in fiscal 2015 and $359 million in fiscal 2014

Spectrum Brands Holdings, Inc. – EMPLOYMENT AGREEMENT (January 21st, 2016)

This EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of January 20, 2016 by and among Spectrum Brands, Inc., a Delaware corporation (the “Company”), Spectrum Brands Holdings, Inc., a Delaware corporation (the “Parent”), and David M. Maura (“Executive”).

Spectrum Brands Holdings, Inc. – 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. All statements, other than statements of historical facts, regarding our business strategy, future operations, financial condition, estimated revenues, projected costs, projected synergies, prospects, plans and objectives of management, as well as information concerning expected actions of third parties, are forward- looking statements. These statements are subject to a (September 9th, 2015)
Spectrum Brands Holdings, Inc. – SPECTRUM BRANDS HOLDINGS, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (August 6th, 2015)

On May 21, 2015, Spectrum Brands Holdings, Inc. (the “Company” and, together with its consolidated subsidiaries, including SB/RH Holdings, LLC and Spectrum Brands, Inc., “Spectrum Brands”) completed the acquisition (the “AAG Acquisition”) of Armored AutoGroup Parent Inc. (“AAG”) pursuant to the Agreement and Plan of Merger by and among AAG, the Company, Ignite Merger Sub, Inc. and, solely in its capacity as representative, Avista Capital Partners II GP, LLC, dated as of April 28, 2015 for $1.4 billion in cash. Spectrum Brands funded the AAG Acquisition with the proceeds of its offering of an aggregate principal amount of $1,000 million of Spectrum Brands, Inc.’s 5.750% Senior Notes due 2025 (the “SBI 5.75% Notes”) and its registered offering of $575 million of shares of the Company’s common stock (the “SBH Equity Offering”).

Spectrum Brands Holdings, Inc. – SECURITY AGREEMENT Dated as of June 23, 2015 among SPECTRUM BRANDS, INC., as the Lead Borrower, each Subsidiary Guarantor from time to time party hereto, SB/RH HOLDINGS, LLC, as Holdings, and DEUTSCHE BANK AG NEW YORK BRANCH, as Collateral Agent (June 23rd, 2015)

SECURITY AGREEMENT dated as of June 23, 2015 (this “Agreement”), by and among Spectrum Brands, Inc., a Delaware corporation (the “Lead Borrower”), each Subsidiary Guarantor (as defined below), SB/RH Holdings, LLC, a Delaware limited liability company (“Holdings”), and Deutsche Bank AG New York Branch (“DBNY”), as collateral agent for the Secured Parties referred to herein (together with its successors and assigns in such capacity, the “Collateral Agent”).

Spectrum Brands Holdings, Inc. – CREDIT AGREEMENT dated as of June 23, 2015 among SPECTRUM BRANDS, INC. as the Lead Borrower, SB/RH HOLDINGS, LLC, as Holdings THE LENDERS PARTY HERETO and DEUTSCHE BANK AG NEW YORK BRANCH as Administrative Agent and Collateral Agent and DEUTSCHE BANK AG NEW YORK BRANCH, CREDIT SUISSE AG CAYMAN ISLANDS BRANCH, JPMORGAN CHASE BANK, N.A., and BANK OF AMERICA, N.A., as Issuing Banks and DEUTSCHE BANK SECURITIES INC., CREDIT SUISSE SECURITIES (USA) LLC and J.P. MORGAN SECURITIES LLC, as Joint Bookrunners and Joint Lead Arrangers and CREDIT SUISSE SECURITIES (USA) LLC, as Syndication Agent and J.P. (June 23rd, 2015)

CREDIT AGREEMENT dated as of June 23, 2015 (the “Agreement”) by and among SPECTRUM BRANDS, INC., a Delaware corporation (the “Lead Borrower”), SB/RH HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meaning given to it in Article I), DEUTSCHE BANK AG NEW YORK BRANCH. (“DBNY”), in its capacities as administrative agent for the Lenders (in such capacity, including any successor thereto, the “Administrative Agent”), as collateral agent for the Lenders (in such capacity, including any successor thereto, the “Collateral Agent”), and DBNY, CREDIT SUISSE AG CAYMAN ISLANDS BRANCH (“CS”), JPMORGAN CHASE BANK, N.A. (“JPM”) and BANK OF AMERICA, N.A. (“BofA”), each as an Issuing Bank.

Spectrum Brands Holdings, Inc. – LOAN GUARANTY (June 23rd, 2015)

THIS LOAN GUARANTY (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Loan Guaranty”) is entered into as of June 23, 2015, by and among SB/RH Holdings, LLC, a Delaware limited liability company (“Holdings”), the Subsidiary Parties (as defined below) from time to time party hereto (Holdings and the Subsidiary Parties, collectively, the “Loan Guarantors”) and Deutsche Bank AG New York Branch (“DBNY”) in its capacity as administrative agent and collateral agent for the lenders party to the Credit Agreement referred to below (in such capacity, the “Administrative Agent”).

Spectrum Brands Holdings, Inc. – 5,405,405 Shares SPECTRUM BRANDS HOLDINGS, INC. Common Stock, Par Value $0.01 Per Share UNDERWRITING AGREEMENT (May 14th, 2015)
Spectrum Brands Holdings, Inc. – EMPLOYMENT AGREEMENT (May 1st, 2015)

This EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of March 16, 2015 by and between Spectrum Brands, Inc., a Delaware corporation, (the “Company”), Spectrum Brands Holdings, Inc. a Delaware corporation (“Parent”), and Andreas Rouvé (“Executive”).

Spectrum Brands Holdings, Inc. – Andreas Rouvé Elected Chief Executive Officer of Spectrum Brands Holdings (March 20th, 2015)
Spectrum Brands Holdings, Inc. – TRANSITION EMPLOYMENT AGREEMENT (February 5th, 2015)

THIS TRANSITION EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of the 8th day of January,  2015 (the “Effective Date”), by and between Spectrum Brands, Inc., a Delaware corporation (the “Company”), Spectrum Brands Holdings, Inc., a Delaware corporation (“Parent”) and David R. Lumley (the “Executive”).

Spectrum Brands Holdings, Inc. – EMPLOYMENT AGREEMENT (September 2nd, 2014)

This EMPLOYMENT AGREEMENT ("Agreement") is entered into as of September 1, 2014 ("Effective Date") by and between Spectrum Brands, Inc., a Delaware corporation, (the "Company") and Douglas L. Martin ("Executive").

Spectrum Brands Holdings, Inc. – Spectrum Brands Holdings Reports Record Fiscal 2014 Third Quarter Results Delivers Growth in Net Income, Net Sales, Margins, GAAP EPS, Adjusted EPS and Adjusted EBITDA in Third Quarter Reiterates Expectations for 5th Consecutive Year of Record Performance in Fiscal 2014 (July 30th, 2014)

Middleton, WI, July 30, 2014 – Spectrum Brands Holdings, Inc. (NYSE: SPB), a global and diversified consumer products company with market-leading brands, today reported record fiscal 2014 third quarter results for the period ended June 29, 2014, and reconfirmed its outlook for a fifth consecutive year of record performance.

Spectrum Brands Holdings, Inc. – RETENTION AGREEMENT (May 5th, 2014)

This Retention Agreement (the “Agreement”) is entered into as of April 29, 2014 (the “Effective Date”) by and between Spectrum Brands, Inc., a Delaware corporation, (the “Company”) and Anthony L. Genito (“Executive”).