UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of ~~the Securities Exchange Act~~ Report (Date of earliest event reported): ~~1934~~July 13, 2018

~~Date~~SPECTRUM ofBRANDS ~~Report (Date of earliest event reported): June 8~~LEGACY, ~~2018~~INC.

SPECTRUM BRANDS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-34757

27-2166630

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

3001 Deming Way

Middleton, Wisconsin

53562

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (608) 275-3340

~~Not~~Spectrum ~~Applicable~~Brands Holdings, Inc.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§232.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~Introductory ~~1.01.~~Note ~~Entry into a Material Definitive Agreement.~~

~~Amendment~~On July 13, 2018 (the “Closing Date”), upon the terms and subject to the conditions set forth in the Agreement and Plan of Merger, dated as of February 24, 2018, as amended by Amendment No. 1, dated as of June 8, 2018 (as so amended, the “Merger Agreement”), by and among Spectrum Brands Legacy, Inc. a Delaware corporation (f/k/a Spectrum Brands Holdings, Inc.) (the “Company”), Spectrum Brands Holdings, Inc., a Delaware corporation (f/k/a HRG Group, Inc.) (“HRG”), HRG SPV Sub I, Inc., a Delaware corporation and direct wholly owned subsidiary of HRG (“Merger Sub I”), and HRG SPV Sub II, LLC, a Delaware limited liability company and direct wholly owned subsidiary of HRG, Merger Sub I merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation (the “Surviving Corporation”) and a wholly owned subsidiary of HRG.

OnItem ~~June 8, 2018, Spectrum Brands Holdings, Inc~~2.~~, a Delaware corporation (“Spectrum”) entered into an Amendment (“Amendment No~~01. ~~1”)~~ toCompletion ~~the Agreement and Plan~~ of ~~Merger,~~Acquisition ~~dated~~or asDisposition of ~~February 24, 2018 (the “Merger Agreement”), with HRG Group, Inc~~Assets., a Delaware corporation (“HRG”), HRG SPV Sub I, Inc., a Delaware corporation and direct wholly owned subsidiary of HRG, and HRG SPV Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of HRG.

InAs ~~accordance~~described ~~with~~in the ~~terms of the Merger Agreement, immediately prior to the effective time of the merger contemplated by the Merger~~Introductory ~~Agreement (the “Merger”)~~Note, ~~the certificate of incorporation of HRG will be amended and restated to read in its entirety as set forth~~ on ~~Exhibit A to~~ the ~~Merger~~Closing ~~Agreement (the “Amended HRG Charter”). Amendment No. 1 makes certain modifications to the Amended HRG Charter to (1) reflect that Andreas Rouvé~~Date, ~~who, as previously disclosed, resigned from the Spectrum board of directors effective April 25, 2018, will not be a member of the board of directors of HRG as of the effective time of the~~ Merger; ~~and~~Sub ~~(2) in~~I ~~connection~~merged with ~~the previously disclosed preapprovals granted by the HRG board of directors to certain large institutional advisors from the transfer restrictions under the operation of the Merger Agreement~~ and ~~the~~into ~~provisions of Article XIII of~~ the ~~Amended HRG Charter~~Company, ~~modify~~with the ~~definition~~Company ofcontinuing ~~“Substantial~~as ~~Holder” to clarify that for purposes of applying Section 2.1(e) of~~ the ~~Merger Agreement,~~surviving acorporation ~~person~~and ~~shall not become a Substantial Holder~~ as a ~~result~~wholly ofowned ~~the~~subsidiary ~~issuance~~ of HRG. ~~common~~Prior ~~stock~~to in the Merger, if the ~~HRG~~Company ~~board~~was ofa ~~directors~~majority ~~has~~owned ~~granted~~subsidiary ~~such person prior approval to receive such common stock in accordance with Section 13.3(b)~~ of ~~the Amended~~ HRG ~~Charter~~.

~~Other~~At ~~than~~the aseffective ~~expressly~~time ~~modified~~of ~~pursuant~~the toMerger ~~Amendment~~(the ~~No. 1~~“Effective Time”), ~~the~~each ~~Merger~~share ~~Agreement~~of common stock, par value $0.01 per share, of the Company ~~which~~(“Company ~~was~~Common ~~previously~~Stock”) ~~included~~issued asand ~~Exhibit 2.1~~outstanding immediately prior to the ~~Current~~Effective ~~Report~~Time on(other ~~Form~~than ~~8-K~~shares ~~filed~~held byin ~~Spectrum~~the ~~with~~treasury of the ~~U.S.~~Company ~~Securities~~or ~~and~~owned ~~Exchange~~or ~~Commission~~held, (directly or indirectly, by HRG or any subsidiary of the ~~“SEC”)~~Company onor ~~February 26~~HRG, ~~2018,~~which ~~remains~~were incancelled ~~full~~and ~~force~~no ~~and~~consideration ~~effect~~was aspaid ~~originally~~with ~~executed~~respect onthereto) ~~February 24~~was converted into the right to receive one share of common stock, ~~2018~~par value $0.01 per share, of HRG (“HRG Common Stock”).

~~Item~~The 8issuance of HRG Common Stock in connection with the Merger was registered under the Securities Act of 1933 pursuant to HRG’s Registration Statement on Form S-4, which was filed with the U.01S. ~~Other~~Securities ~~Events~~and Exchange Commission (the “SEC”) on April 10, 2018, as amended (the “S-4”). The S-4 was declared effective on June 12, 2018. The joint proxy statement/prospectus included with the S-4 contains additional information about the Merger.

OnThe ~~June~~foregoing 8,description ~~2018,~~of ~~Spectrum~~the ~~established~~Merger ~~a meeting date of July 13,~~and ~~2018,~~the ~~for~~Merger aAgreement ~~special~~does ~~meeting,~~not purport to be ~~held~~complete atand ~~Kirkland~~is &qualified ~~Ellis~~in ~~LLP,~~its ~~601~~entirety ~~Lexington~~by ~~Avenue,~~reference ~~New York, New York 10022, at which Spectrum stockholders will vote on, among other things, a proposal~~ to ~~adopt~~ the Merger Agreement, asand ~~amended~~Amendment No. 1 ~~Spectrum stockholders~~thereto, copies of ~~record~~which atare ~~the~~filed ~~close~~as ofExhibits ~~business~~2.1 onand ~~May 17~~2.2 hereto, ~~2018~~respectively, ~~will~~and beincorporated into ~~entitled~~this toCurrent ~~receive~~Report ~~notice~~on ofForm ~~the~~8-K ~~special~~by ~~meeting~~reference ~~and~~in totheir ~~vote at the special meeting~~entirety.

Upon the closing of the Merger, the shares of Company Common Stock that previously traded under the ticker symbol “SPB” on the New York Stock Exchange (the “NYSE”) ceased trading on, and were delisted from, the NYSE. HRG Common Stock will commence trading on the NYSE under the ticker symbol “SPB” on July 16, 2018.

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On July 13, 2018, the Company notified the NYSE that the Merger had been completed and requested that the NYSE file with the SEC a notification of removal from listing on Form 25 with respect to the delisting of the Company Common Stock. Accordingly, the NYSE will file a notification of delisting of the Company Common Stock from the NYSE and deregistration of the Company Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 with the SEC. The Company intends to file a Form 15 with the SEC to terminate or suspend its reporting obligations under Sections 13(a) and 15(d) of the Exchange Act.

Item 3.03.

Material Modification to Rights of Security Holders.

At the Effective Time, pursuant to the Merger Agreement, each restricted stock award, restricted stock unit and performance stock unit granted under an equity plan of the Company, whether vested or unvested (collectively, the “Company Equity Awards”), that was outstanding immediately prior to the Effective Time, was assumed by HRG and automatically converted, by virtue of the Merger, into a corresponding equity-based award in HRG (each a “New HRG Equity Award”) with the right to hold or acquire shares of HRG Common Stock equal to the number of shares of Company Common Stock previously underlying such Company Equity Award. Each New HRG Equity Award is subject to the same terms and conditions as the corresponding Company Equity Award. At the Effective Time, pursuant to the Merger Agreement, HRG assumed all rights and obligations in respect of each equity-based plan of the Company. The disclosure set forth in Items 2.01 and 5.03 is incorporated herein by reference.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Merger, on July 13, 2018 and effective as of the Effective Time, Ehsan Zargar, Kenneth C. Ambrecht, Norman S. Matthews, David M. Maura, Terry L. Polistina, Hugh R. Rovit and Joseph S. Steinberg were replaced by Nathan E. Fagre and Joanne P. Chomiak as members of the Company’s board of directors.

Item 5.03.

Amendment to Articles of Incorporation or By-laws; Change in Fiscal Year.

As described in more detail in the S-4, in connection with the Merger, the Company changed its name from “Spectrum Brands Holdings, Inc.” to “Spectrum Brands Legacy, Inc.,” effective as of immediately prior to the Effective Time, and pursuant to the Merger Agreement, amended and restated its certificate of incorporation (the “Charter”) and its By-Laws (the “By-Laws”) as contemplated by the Merger Agreement and in the forms attached thereto.

Reference to the Charter and By-Laws contained herein is qualified in its entirety by reference to the Charter and the By-Laws, which are attached to this Current Report on Form 8-K as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On July 13, 2018, the Company held a special meeting of its stockholders (the “Special Meeting”) to vote on the proposals identified in the S-4, which was first mailed to the Company’s stockholders on or about June 12, 2018.

As of the close of business on May 17, 2018, the record date for the Special Meeting, there were a total of (i) 55,358,038 shares of Company Common Stock issued and outstanding and entitled to vote at the Special Meeting, (ii) 20,644,750 shares of Company Common Stock issued and outstanding, entitled to vote at the Special Meeting other than shares beneficially owned, directly or indirectly, by HRG or any of its affiliates or the executive officers of the Company, and (iii) 21,018,286 shares of Company Common Stock issued and outstanding, entitled to vote at the Special Meeting other than shares beneficially owned, directly or indirectly, by HRG or any of its affiliates and any group (that would be deemed to be a “person” by Section 13(d)(3) of the Exchange Act with respect to securities of HRG) of which HRG or any entity or group directly or indirectly controlling or controlled by HRG is a member. Stockholders entitled to cast approximately 93.8% of all the votes entitled to be cast at the Special Meeting were present in person or represented by proxy at the Special Meeting.

All proposals presented at the Special Meeting were approved. A summary of the voting results for the following proposals, each of which is described in detail in the definitive joint proxy statement/prospectus, is set forth below:

1. Proposal to adopt the Merger Agreement, as amended by Amendment No. 1 thereto, and the Merger and other transactions contemplated thereby (the “Spectrum Merger Proposal”).

The results of the vote were as follows:

All stockholders:


Votes “For” 51,890,077		Votes “Against” 7,424		Abstentions 30,076		Broker Non-Votes 0

All stockholders, excluding Company Common Stock beneficially owned, directly or indirectly, by HRG and its affiliates and the executive officers of Spectrum:


Votes “For” 17,144,345		Votes “Against” 7,424		Abstentions 30,076		Broker Non-Votes 0

All stockholders, excluding Company Common Stock beneficially owned, directly or indirectly, by HRG and its affiliates and any group (that would be deemed to be a “person” by Section 13(d)(3) of the Exchange Act with respect to securities of HRG) of which HRG or any entity or group directly or indirectly controlling or controlled by HRG is a member:


Votes “For” 17,550,325		Votes “Against” 7,424		Abstentions 30,076		Broker Non-Votes 0

The proposal was approved by Company stockholders, as the number of votes cast in favor constituted a majority of the outstanding shares of Company Common Stock entitled to vote at the Special Meeting, a majority of the outstanding shares of Company Common Stock entitled to vote at the Special Meeting beneficially owned, directly or indirectly, by holders other than HRG and its affiliates and the executive officers of the Company, and a majority of the outstanding shares of Company Common Stock entitled to vote at the Special Meeting beneficially owned, directly or indirectly, by HRG and its affiliates and any group (that would be deemed to be a “person” by Section 13(d)(3) of the Exchange Act with respect to securities of HRG) of which HRG or any entity or group directly or indirectly controlling or controlled by HRG is a member.

2. Proposal to approve the adjournment of the Special Meeting to another time and place if necessary or appropriate to solicit additional votes in favor of the Spectrum Merger Proposal.

The results of the vote were as follows:


Votes “For” 51,025,324		Votes “Against” 872,075		Abstentions 30,178		Broker Non-Votes 0

The proposal was approved by Company stockholders, as the number of votes cast in favor constituted a majority in voting power of the shares of Company Common Stock present in person or by proxy at the Special Meeting and entitled to vote on such proposal. Adjournment of the Special Meeting was not necessary or appropriate because there were sufficient votes at the time of the Special Meeting to adopt the Merger Agreement.

3. Proposal to approve, on a non-binding, advisory basis, an amendment to HRG’s certificate of incorporation (the “HRG Charter”) whereby HRG will be subject to Section 203 of the DGCL.

The results of the vote were as follows:


Votes “For” 42,831,071		Votes “Against” 9,065,198		Abstentions 31,308		Broker Non-Votes 0

4. Proposal to approve, on a non-binding, advisory basis, an amendment to the HRG Charter whereby each outstanding share of HRG Common Stock will, by means of a reverse stock split, be combined into a fraction of a share of HRG Common Stock.

The results of the vote were as follows:


Votes “For” 51,888,300		Votes “Against” 8,400		Abstentions 30,877		Broker Non-Votes 0

5. Proposal to approve, on a non-binding, advisory basis, an amendment to the HRG Charter whereby the authorized number of shares of HRG Common Stock will decrease from 500 million shares to 200 million shares.

The results of the vote were as follows:


Votes “For” 51,888,753		Votes “Against” 8,180		Abstentions 30,644		Broker Non-Votes 0

6. Proposal to approve, on a non-binding, advisory basis, an amendment to the HRG Charter whereby the authorized number of shares of HRG preferred stock will increase from 10 million shares to 100 million shares.

The results of the vote were as follows:


Votes “For” 42,812,674		Votes “Against” 9,083,974		Abstentions 30,929		Broker Non-Votes 0

7. Proposal to asking its stockholders to approve, on a non-binding, advisory basis, an amendment to the HRG Charter’s Section 382 transfer restrictions.

The results of the vote were as follows:


Votes “For” 45,643,816		Votes “Against” 6,251,924		Abstentions 31,837		Broker Non-Votes 0

8. Proposal to approve, on a non-binding, advisory basis, additional amendments contained in the Amended HRG Charter.

The results of the vote were as follows:


Votes “For” 51,882,040		Votes “Against” 13,962		Abstentions 31,575		Broker Non-Votes 0

Item 7.01.

Regulation FD Disclosure.

On July 13, 2018, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

On July 13, 2018, the Company released a press release announcing the completion of the Merger, which is attached hereto as Exhibit 99.2 and incorporated by reference herein.

The information disclosed under this Item 7.01, including Exhibits 99.1 and 99.2, shall be considered “furnished” but not “filed” for purposes of the Exchange Act.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are attached hereto:

Exhibit No.		Description of Exhibit
2.1*		Agreement and Plan of Merger, dated as of February 24, 2018, by and among Spectrum Brands Holdings, Inc., HRG Group, Inc., HRG SPV Sub I, Inc. and HRG SPV Sub II, LLC (incorporated by reference to Exhibit 2.1 to Spectrum’s Current Report on Form 8-K filed with the SEC on February 26, 2018).
2.2		Amendment No. 1 to Agreement and Plan of Merger, dated as of June 8, 2018, by and among Spectrum Brands Holdings, Inc., HRG Group, Inc., HRG SPV Sub I, Inc. and HRG SPV Sub II, LLC.
2.2*		Amendment No. 1 to Agreement and Plan of Merger, dated as of June 8, 2018, by and among Spectrum Brands Holdings, Inc., HRG Group, Inc., HRG SPV Sub I, Inc. and HRG SPV Sub II, LLC (incorporated by reference to Exhibit 2.2 to Spectrum’s Current Report on Form 8-K filed with the SEC on June 8, 2018).
3.1		Second Amended and Restated Certificate of Incorporation of Spectrum Brands Legacy, Inc., effective July 13, 2018.
3.2		Third Amended and Restated Bylaws of Spectrum Brands Legacy, Inc., effective as of July 13, 2018.
99.1		Press release announcing results of the Special Meeting, dated July 13, 2018.
99.2		Press release announcing the completion of the Merger, dated July 13, 2018.

*	Incorporated by reference and not filed herewith.

Additional Information and Where You Can Find It

In connection with the proposed transaction, on April 10, 2018, HRG filed with the SEC a registration statement on Form S-4 that includes a preliminary joint proxy statement of Spectrum Brands and HRG and that also constitutes a preliminary prospectus for the HRG shares being issued to Spectrum’s stockholders in the proposed transaction. The registration statement was amended on May 18, 2018 and on June 8, 2018. Spectrum and HRG also may file other documents with the SEC regarding the proposed transaction. This report is not a substitute for the joint proxy statement/prospectus or registration statement or any other document which Spectrum and HRG may file with the SEC. INVESTORS AND SECURITY HOLDERS OF SPECTRUM AND HRG ARE URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the registration statement and the joint proxy statement/prospectus and other documents filed with the SEC (when available) by Spectrum and HRG through the web site maintained by the SEC at www.sec.gov or by contacting the investor relations department of Spectrum and HRG at the contact information listed below.

Spectrum Brands Holdings, Inc.

3001 Deming Way

Middleton, WI 53562

Attention: Investor Relations

HRG Group, Inc.

450 Park Avenue, 29th Floor

New York, NY 10022

Attention: Investor Relations

This report is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. This report is not a substitute for the prospectus or any other document that Spectrum and HRG may file with the SEC in connection with the proposed transaction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Participants in the Solicitation

Spectrum, HRG and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Spectrum’s directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is contained in Spectrum’s Form 10-K for the year ended September 30, 2017, as amended, which is on file with the SEC. Information regarding HRG’s directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is contained in HRG’s Form 10-K for the year ended September 30, 2017, which is filed with the SEC. A more complete description is available in the registration statement on Form S-4 and the preliminary joint proxy statement/prospectus, which is not complete and may be updated.

Cautionary Statement Regarding Forward-Looking Statements

Certain matters discussed in this report may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We have tried, whenever possible, to identify these statements by using words like “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) the ability to consummate the announced transaction on the expected terms and within the anticipated time period, or at all, which is dependent on the parties’ ability to satisfy certain closing conditions, including the approval of Spectrum’s and HRG’s stockholders, including Spectrum’s stockholders other than HRG; (2) any delay or inability of the combined company to realize the expected benefits of the transaction; (3) changes

in tax laws, regulations, rates, policies or interpretations; (4) the value of the combined company shares to be issued in the transaction; (5) the risk of unexpected significant transaction costs and/or unknown liabilities; (6) potential litigation relating to the proposed transaction; (7) the outcome of Spectrum’s previously announced transaction to sell the Global Battery and Lighting Business and exploration of strategic options for Spectrum’s Appliances business, including uncertainty regarding consummation of any such transaction or transactions and the terms of such transaction or transactions, if any, and, if consummated, Spectrum’s ability to realize the expected benefits of such transaction; (8) the impact of actions taken by significant stockholders; (9) the impact of expenses resulting from the implementation of new business strategies, divestitures or current and proposed restructuring activities; (10) the potential disruption to Spectrum’s or HRG’s business or diverted management attention, and the unanticipated loss of key members of senior management or other employees, in each case as a result of the announced transaction, the previously announced transaction to sell Spectrum’s Global Battery and Lighting Business, in connection with the strategic options for Spectrum’s Appliances business or otherwise; and (11) general economic and business conditions that affect the combined company following the transaction. Risks that could cause actual risks to differ from those anticipated as of the date hereof include those discussed herein, those set forth in the combined securities filings of Spectrum and SB/RH Holdings, LLC, including their most recently filed Annual Report on Form 10-K, as amended, as updated in subsequent Quarterly Reports on Form 10-Q and those set forth in the securities filings of HRG, including its most recently filed Annual Report on Form 10-K.

Spectrum 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 report. Spectrum 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.

EXHIBIT INDEX

Exhibit No.		Description of Exhibit
2.1*		Agreement and Plan of Merger, dated as of February 24, 2018, by and among Spectrum Brands Holdings, Inc., HRG Group, Inc., HRG SPV Sub I, Inc. and HRG SPV Sub II, LLC (incorporated by reference to Exhibit 2.1 to Spectrum’s Current Report on Form 8-K filed with the SEC on February 26, 2018).
2.2		Amendment No. 1 to Agreement and Plan of Merger, dated as of June 8, 2018, by and among Spectrum Brands Holdings, Inc., HRG Group, Inc., HRG SPV Sub I, Inc. and HRG SPV Sub II, LLC.

* Incorporated by reference and not filed herewith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 8, 2018

SPECTRUM BRANDS HOLDINGS, INC.

Date: July 13, 2018

SPECTRUM BRANDS LEGACY, INC.

/s/ Nathan E. Fagre

Nathan E. Fagre

Nathan E. Fagre Senior Vice President and Secretary

Senior Vice President, Secretary and General Counsel

Filing Compare · Spectrum Brands Legacy, Inc.