Lawyers from Jones Day and Sutherland worked on a transaction to help Atlanta-based Spectrum Brands Inc. unite with small-appliance-maker Russell Hobbs Inc. in a stock-for-stock deal.
The deal will create a new entity that retains the Spectrum name and is estimated to form a combined company with revenues of about $3 billion.
Jones Day attorneys, led by New York partner Robert A. Profusek and including Atlanta associates William J. Zawrotny and Brendon K. Durkin, represented a special committee of Spectrum's board of directors. Sutherland partner Mark D. Kaufman was lead counsel to Spectrum.
Spectrum and its special committee had different lawyers to avoid conflicts of interest because both Spectrum and Miramar, Fla.-based Russell Hobbs are connected to the same investor, Harbinger Capital Partners.
“The company that owned 100 percent of Russell Hobbs owned 40 percent of Spectrum, so they're getting paid on both sides of the transaction, in essence,” Kaufman said, explaining why the special committee and company had separate counsel.
“They're getting the value for Russell Hobbs and for their Spectrum shares, and they might have an interest different from everybody else.”
Spectrum, which is known for brands such as Rayovac batteries and Remington shavers, is a public company. Russell Hobbs, whose brands include Black & Decker, George Foreman and Farberware, is private.
“In these situations, you typically get a special committee to represent the interests of the public shareholders,” Kaufman said.
The all-stock transaction assesses Spectrum at an enterprise value—equity plus debt—of $2.6 billion, which translates into $965 million net of debt. It equates to $31.50 per share net of Spectrum's outstanding indebtedness.
Russell Hobbs is assessed at an enterprise value of $675 million, or $661 million net of debt.
The deal “provides a de-levered capital structure and longer-term financing,” Kaufman said.
The plan is to refinance Spectrum's secured term debt and asset-based lending facility. According to documents Spectrum filed with the Securities and Exchange Commission, the companies have received commitments from Credit Suisse, Bank of America and Deutsche Bank for about $1.8 billion in financing. The banks will refinance a portion of the existing senior debt of both Spectrum and Russell Hobbs through a combination of new term loans, new senior notes and a new $300 million asset-based lending revolving credit facility. The new term loans and notes are expected to mature in 2016 and 2017, respectively; the current term loans were set to mature in 2012.
The deal is expected to close this summer. If it does, to further reduce the combined company's leverage, Harbinger has agreed to convert its existing $158 million in aggregate principal of Russell Hobbs' term debt and about $207 million of its preferred stock into common stock of the combined company at a price of $31.50 per share. Harbinger then would own almost 64 percent of the combined entity.
Before the deal can close, it must survive a 45-day “go shop” provision that gives the special committee and its financial advisers a chance to seek other proposals.
Kaufman said his firm has represented Spectrum for about a dozen years. Zawrotny, who said he worked on negotiations and contractual matters, said this is the first time Jones Day has represented an entity connected to Spectrum.
This agreement comes just six months after Spectrum and its affiliated companies exited a Chapter 11 reorganization filed in U.S. Bankruptcy Court for the Western District of Texas, when the company was saddled with $4.4 billion in debt. The company emerged from Chapter 11 in late August, having eliminated $840 million in subordinated debt and closed on a $242 million exit financing facility. Latham & Watkins represented Spectrum in the bankruptcy; Skadden, Arps, Slate, Meagher & Flom along with Vinson & Elkins represented various Spectrum affiliates in the reorganization.
Other Atlanta-based Sutherland lawyers on the Spectrum-Russell Hobbs deal included partners David A. Zimmerman and Eric R. Fenichel, along with associates Jennifer D. Lambert and Brian M. Murphy on corporate matters; and partners Reginald J. Clark on taxes and Alice Murtos on employee benefits issues. Lawyers from Richards Layton & Finger in Wilmington, Del., also represented Spectrum. Russell Hobbs' legal team was from Paul, Weiss, Rifkind, Wharton & Garrison.
On the financial side, Barclays Capital Inc. advised Spectrum's special committee, and Credit Suisse advised Spectrum Brands.