Davis Polk Advises HRG on Its Combination with Spectrum Brands

Davis Polk is advising HRG Group Inc. on its combination with Spectrum Brands Holdings, Inc. in a transaction valued at $10 billion. The combined company will be named Spectrum Brands Holdings, Inc. Spectrum Brands shareholders will receive one newly issued share of the combined company for each Spectrum Brands share they own in a tax-free transaction. Immediately prior to the closing, HRG will effect a reverse stock split such that each share of HRG common stock will be combined into a number of shares of HRG common stock equal to (i) the number of shares of Spectrum common stock held by HRG as of immediately prior to the closing, adjusted for HRG’s net indebtedness, certain transaction expenses and a $200 million upward adjustment, divided by (ii) the number of outstanding shares of HRG common stock on a fully-diluted basis. The transaction is expected to close by the end of the second quarter of 2018 and is subject to customary closing conditions.

Spectrum Brands Holdings, Inc. is a global consumer products company and a leading supplier of kitchen appliances, shaving and grooming products, personal care products and more.

The Davis Polk corporate team includes partner John H. Butler and associates Evan Rosen and Theodore A. Weisman. Partner David H. Schnabel and associates Patrick E. Sigmon and M. Brett Cameron are providing tax advice. Partner John B. Meade is providing capital markets advice. Partner Lawrence Portnoy is providing litigation advice. Counsel Ron M. Aizen is providing executive compensation advice. All members of the Davis Polk team are based in the New York office.