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Debt
 6 Months Ended
Apr. 01, 2012
Debt [Abstract]  
Debt

(7) Debt

The Company’s consolidated debt consists of the following:

 

                                 
    April 1, 2012     September 30, 2011  
    Amount     Rate     Amount     Rate  

HGI:

                                

10.625% Senior Secured Notes, due November 15, 2015

   $ 500,000       10.625 %    $ 500,000       10.625 % 

Spectrum Brands:

                                

Term loan, due June 17, 2016

     522,510       5.1 %      525,237       5.1 % 

9.5% Senior Secured Notes, due June 15, 2018

     950,000       9.5 %      750,000       9.5 % 

6.75% Senior Notes, due March 15, 2020

     300,000       6.75 %      —         —    

12% Senior Subordinated Toggle Notes due 2019

     —         —         245,031       12.0 % 

ABL Revolving Credit Facility, expiring April 21, 2016

     50,000       2.7 %      —         2.5 % 

Other notes and obligations

     30,340       10.3 %      19,333       10.5 % 

Capitalized lease obligations

     25,427       6.6 %      24,911       6.2 % 
   

 

 

            

 

 

          
      2,378,277               2,064,512          

Original issuance premiums (discounts) on debt, net

     1,239               (15,732 )         

Less current maturities

     33,906               16,090          
   

 

 

            

 

 

          

Long-term debt — Consumer Products and Other

   $ 2,345,610             $ 2,032,690          
   

 

 

            

 

 

          

FGL:

                                

Note payable — Insurance and Financial Services

   $ —               $ 95,000          
   

 

 

            

 

 

          

Spectrum Brands

In March 2012, Spectrum Brands issued $300,000 aggregate principal amount of its 6.75% Senior Notes due 2020 (the “6.75% Notes”) and used part of the proceeds of the offering to accept for purchase $231,509 of its 12% Senior Subordinated Toggle Notes due 2019 (the “12% Notes”) pursuant to a tender offer (the “Tender Offer”) for the 12% Notes. Also in March 2012, Spectrum Brands deposited sufficient funds in trust with the trustee under the indenture governing the 12% Notes to satisfy and discharge the $13,522 of 12% Notes that remained outstanding (the “Satisfaction and Discharge”) following completion of the Tender Offer.

As a result of the Satisfaction and Discharge, the trustee became the primary obligor for payment of the remaining 12% Notes on or about the call date of August 28, 2012. Spectrum Brands has a contingent obligation for payment of the 12% Notes were the trustee to default on its payment obligations. Spectrum Brands believes the risk of such default is remote and therefore has not recorded a related liability.

 

In connection with the Tender Offer and Satisfaction and Discharge, Spectrum Brands recorded $27,497 of charges to “Interest expense” in the Condensed Consolidated Statements of Operations for the three and six month periods ended April 1, 2012, consisting of $23,777 of cash charges for fees and expenses related to the Tender Offer, $1,623 of cash charges related to the Satisfaction and Discharge and $2,097 of non-cash charges for the write-off of debt issuance costs and unamortized premium.

The indenture governing the 6.75% Notes (the “2020 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 2020 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 2020 Indenture arising from certain events of bankruptcy or insolvency will automatically cause the acceleration of the amounts due under the 6.75% Notes. If any other event of default under the 2020 Indenture occurs and is continuing, the trustee for the 2020 Indenture or the registered holders of at least 25% in the then aggregate outstanding principal amount of the 6.75% Notes may declare the acceleration of the amounts due under those notes.

In December 2011, Spectrum Brands amended its term loan (the “Term Loan”). The aggregate incremental amount by which Spectrum Brands, subject to compliance with financial covenants and certain other conditions, may increase the amount of the commitment under the term loan has been increased from $100,000 to $250,000. Certain covenants in respect to indebtedness and liens were amended to provide for dollar limits more favorable to Spectrum Brands and, subject to compliance with financial covenants and certain other conditions, to allow for the incurrence of incremental unsecured indebtedness.

In November 2011, Spectrum Brands completed the offering of $200,000 aggregate principal amount of 9.5% Senior Secured Notes (the “9.5% Notes”) at a price of 108.5% of the par value; these notes are in addition to the $750,000 aggregate principal amount of 9.5% Notes that were already outstanding. The additional notes are guaranteed by Spectrum Brands’ existing and future domestic restricted subsidiaries and secured by liens on substantially all of their assets.

In connection with the 6.75% Note offering, the Term Loan amendment and the 9.5% Note offering, Spectrum Brands recorded $5,814, $557 and $3,570, respectively, of fees during the six month period ended April 1, 2012. The fees are classified as “Deferred charges and other assets” in the accompanying Condensed Consolidated Balance Sheet as of April 1, 2012 and are being amortized to interest expense utilizing the effective interest method over the respective terms of the debt. In connection with the Term Loan amendment, Spectrum Brands also recorded cash charges of $501 as an increase to “Interest expense” during the six month period ended April 1, 2012.

As a result of borrowings and payments under the ABL Revolving Credit Facility at April 1, 2012, Spectrum Brands had aggregate borrowing availability of approximately $125,337, net of lender reserves of $27,471 and outstanding letters of credit of $28,488.

FGL

The $95,000 note payable of FGL was settled at face value (without the payment of interest) in October 2011 in connection with the closing of the Raven springing amendment and the replacement of the reserve facility discussed in Note 9.