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Debt
 9 Months Ended
Jul. 01, 2012
Debt [Abstract]  
Debt

(7) Debt

The Company’s consolidated debt consists of the following:

 

                                 
    July 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

     521,146       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 May 3, 2016

     2,500       4.0 %      —         2.5 % 

Other notes and obligations

     24,275       11.0 %      19,333       10.5 % 

Capitalized lease obligations

     25,294       6.5 %      24,911       6.2 % 
   

 

 

            

 

 

          
      2,323,215               2,064,512          

Original issuance premiums (discounts) on debt, net

     1,440               (15,732 )         

Less current maturities

     28,251               16,090          
   

 

 

            

 

 

          

Long-term debt — Consumer Products and Other

   $ 2,296,404             $ 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.

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 and June 2012, Spectrum Brands amended its term loan (the “Term Loan”). As a result, 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, liens and interest coverage were also 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 May 2012, Spectrum Brands amended its revolving credit facility (the “ABL Revolving Credit Facility”). As a result, the maturity date was extended from April 21, 2016 to May 3, 2016. The amended facility carries an interest rate at the option of Spectrum Brands, which is subject to change based on availability under the facility, of either: (a) the base rate plus currently .75% per annum or (b) the reserve-adjusted LIBOR rate plus currently 1.75% per annum. No principal amortizations are required with respect to the ABL Revolving Credit Facility. Pursuant to the credit and security agreement, the obligations under the ABL credit agreement are secured by certain current assets of Spectrum Brands, including, but not limited to, deposit accounts, trade receivables and inventory.

As a result of borrowings and payments under the ABL Revolving Credit Facility at July 1, 2012, Spectrum Brands had aggregate borrowing availability of approximately $194,909, net of lender reserves of $27,471 and outstanding letters of credit of $26,730.

In connection with the 6.75% Note offering, the 9.5% Note offering and the amendments to the Term Loan and ABL Revolving Credit Facility, Spectrum Brands recorded $11,163 of fees during the nine month period ended July 1, 2012. The fees are classified as “Deferred charges and other assets” in the accompanying Condensed Consolidated Balance Sheet as of July 1, 2012 and are being amortized to interest expense utilizing the effective interest method over the respective terms of the debt. In addition, Spectrum Brands recorded charges to “Interest expense” aggregating $894 and $28,892 during the three and nine month periods ended July 1, 2012, respectively, principally for cash fees and expenses relating to the 12% Notes, and including $382 and $2,479, respectively, of non-cash charges for the write-off of unamortized debt issuance costs and discount/premium.

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.