FAQs

1.  What is this case about?

On August 16, 2019, Plaintiff filed an Amended Class Action Complaint (“Complaint”) on behalf of Old Spectrum shareholders and other persons and entities that purchased or acquired shares of the newly issued common stock of Spectrum Brands Holdings, Inc. (“Spectrum” or the “Company”) pursuant or traceable to the Registration Statement for the July 13, 2018, merger of Old Spectrum and HRG.  The Complaint asserts claims for violations of Sections 11, 12(a)(2), and 15 of the Securities Act of 1933 (the “Securities Act”).

The Complaint alleges that the Registration Statement contained false statements and omissions of material fact.  These alleged misstatements primarily concerned undisclosed materially adverse contentions, trends, and uncertainties involving Old Spectrum’s inventory, supply chain, segment goodwill, and operational efficiencies, and are alleged to have caused the Settlement Class to suffer losses after the merger.

Defendants have denied and continue to deny each, any, and all allegations of wrongdoing, fault, liability, or damage whatsoever asserted in the Action.  The Settlement shall in no event be construed as, or deemed to be evidence of, liability, fault, wrongdoing, injury or damages, or of any wrongful conduct, acts, or omissions on the part of any of the Released Defendant Parties (as defined in the Settlement Agreement), or of any infirmity of any defense, or of any damages to Plaintiff or any other Settlement Class Member.  The Settlement resolves all of the claims in the Action, as well as certain other claims or potential claims, whether known or unknown.

2. How do I know if I am part of the Settlement Class?

To be eligible for a payment from the proceeds of the Settlement, you must be a Settlement Class Member.  The Court has directed, for the purposes of the proposed Settlement, that everyone who fits the following description is a Settlement Class Member and subject to the Settlement unless they are an excluded person (see Question 3 below) or take steps to exclude themselves from the Settlement Class (see Question 7 below):

All Persons and entities that purchased or otherwise acquired the common stock of Spectrum, as successor-in-interest to HRG, pursuant or traceable to the Registration Statement for the July 13, 2018, merger of Old Spectrum and HRG.

If you purchased or otherwise acquired Spectrum common stock pursuant or traceable to the Registration Statement for the July 13, 2018, merger of Old Spectrum and HRG, you are a Settlement Class Member, unless you are excluded by definition, which is explained below.  For purposes of this Settlement, “pursuant to” the Registration Statement means that on or about July 16, 2018, you exchanged shares of Old Spectrum common stock for an equal number of shares of newly issued Spectrum common stock as part of the merger transaction.  Additionally, for purposes of this Settlement, you will be presumed to have purchased “traceable to” the Registration Statement if you purchased or acquired shares of publicly traded Spectrum common stock on the open market between July 16, 2018, and April 9, 2019, inclusive.  This lawsuit was filed on April 9, 2019.  If you purchased or acquired shares of Spectrum common stock on dates both before and after April 9, 2019, you are a member of the Settlement Class and you are releasing all of your claims with respect to all of your transactions.  If, however, your only purchases or acquisitions of shares of Spectrum common stock occurred after April 9, 2019, you are not part of the Settlement Class.

Check your investment records or contact your broker to see if you have any eligible purchases or acquisitions.

3. Are there exceptions to being included?

Yes.  There are some individuals and entities that are excluded from the Settlement Class by definition.  Excluded from the Settlement Class are: (i) the current and former Defendants in the Action; (ii) Spectrum; (iii) the officers and directors of Old Spectrum, Spectrum, and HRG (at all relevant times); (iv) members of the immediate families of the Individual Defendants; (v) Spectrum’s and HRG’s employee retirement or benefit plans and their participants and/or beneficiaries to the extent they purchased or otherwise acquired Spectrum common stock pursuant or traceable to the Registration Statement through any such plans; (vi) any firm, trust, corporation, or other entity in which any current or former defendant has or had a controlling interest; and (vii) the legal representatives, affiliates, heirs, successors-in-interest, or assigns of any such excluded Person or entity.  Also excluded from the Settlement Class will be any Person that timely and validly seeks exclusion from the Settlement Class in accordance with the procedures described in Question 7 below.

4. What does the Settlement provide?

In exchange for the Settlement and the release of the Released Claims against the Released Defendant Parties, Defendants have agreed to cause a payment of Nine Million Dollars ($9,000,000.00) to be made, which, along with any interest earned on this amount, will be distributed after deduction of Court-awarded attorneys’ fees and litigation expenses, Notice and Administration Expenses, Taxes, and any other fees or expenses approved by the Court (the “Net Settlement Fund”), among all Settlement Class Members who submit valid Claim Forms and are found to be eligible to receive a distribution from the Net Settlement Fund (“Authorized Claimants”).

5. How can I receive a payment?

To qualify for a payment from the Net Settlement Fund, you must submit a timely and valid Claim Form. You can file a claim online or download the claim form.

Please read the instructions contained in the Claim Form carefully, fill out the Claim Form, include all the documents the form requests, sign it, and mail or submit it to the Claims Administrator so that it is postmarked or received no later than October 2, 2020.  Settlement Class Members who do not timely submit valid Claim Forms will not share in the Net Settlement Fund, but will still be bound by the Settlement. 

6. When will I receive a payment? 

The Court will hold a Settlement Hearing on August 20, 2020, to decide, among other things, whether to finally approve the Settlement.  Even if the Court approves the Settlement, there may be appeals which can take time to resolve, perhaps more than a year.  It also takes a long time for all of the Claim Forms to be accurately reviewed and processed.  Please be patient.

7. How do I request exclusion from the Settlement Class?

To exclude yourself from the Settlement Class, you must mail a signed letter stating that you “request to be excluded from the Settlement Class in Plymouth County Retirement Association v. Spectrum Brands Holdings, Inc., et al., Case No. 2019-CV-000982 (Wis. Cir. Ct. Dane Cty.).”  You cannot exclude yourself by telephone or email.  Each request for exclusion must also state: (i) the name, address, and telephone number of the person or entity requesting exclusion; (ii) (a) the number of shares of Spectrum common stock received in exchange for Old Spectrum common stock in the merger as well as the price per share of each share received, and/or (b) the number of shares of Spectrum common stock purchased, acquired, or sold between July 16, 2018, and April 9, 2019, inclusive, as well as the date, number of shares, and price per share of each such purchase, acquisition, and sale; and (iii) be signed by the person or entity requesting exclusion or an authorized representative.  A request for exclusion must be submitted so that it is received no later than July 30, 2020, to:

Spectrum Brands Holdings Securities Litigation

Exclusions
c/o A.B. Data, Ltd.

P.O. Box 173001

Milwaukee, WI 53217

Your exclusion request must comply with these requirements in order to be valid.

If you ask to be excluded, do not submit a Claim Form because you cannot receive any payment from the Net Settlement Fund.  Also, you cannot object to the Settlement because you will not be a Settlement Class Member.  However, if you submit a valid exclusion request, you will not be legally bound by anything that happens in the Action, and you may be able to sue (or continue to sue) Defendants and the other Released Defendant Parties in the future.  If you have a pending lawsuit related to any Released Claims, speak to your lawyer in that case immediately, since you must exclude yourself from this Settlement Class to continue your own lawsuit.

8. How do I tell the Court that I do not like something about the proposed Settlement?

If you are a Settlement Class Member, you can object to the Settlement or any of its terms, the proposed Plan of Allocation of the Net Settlement Fund, and/or Lead Counsel’s Fee and Expense Application.  Your objection must state why you are objecting and whether your objection applies only to you, a subset of the Settlement Class, or the entire Settlement Class.  If you would like the Court to consider your views, you must file a proper objection within the deadline, and according to the following procedures.

To object, you must send a signed letter stating that you object to the proposed Settlement in “Plymouth County Retirement Association v. Spectrum Brands Holdings, Inc., et al., Case No. 2019-CV-000982 (Wis. Cir. Ct. Dane Cty.).”  The objection must: (i) state the name, address, and telephone number of the person or entity objecting and must be signed by the objector; (ii) contain a statement of the objection and the specific reasons for it, including any legal and evidentiary support (including witnesses) the Settlement Class Member wishes to bring to the Court’s attention; and (iii) include information sufficient to prove membership in the Settlement Class, including (a) the number of shares of Spectrum common stock received in exchange for Old Spectrum common stock in the merger as well as the price per share of each share received, and/or (b) the number of shares of Spectrum common stock purchased, acquired, or sold between July 16, 2018, and April 9, 2019, inclusive, as well as the date, number of shares, and price per share of each such purchase, acquisition, and sale.  Unless otherwise ordered by the Court, any Settlement Class Member who does not object in the manner described in this Notice will be deemed to have waived any objection and will be forever foreclosed from making any objection to the proposed Settlement, the Plan of Allocation, and/or Lead Counsel’s Fee and Expense Application.  Your objection must be filed with the Court no later than July 30, 2020, and mailed or delivered to the following counsel so that it is received no later than July 30, 2020:

You do not need to attend the Settlement Hearing to have your written objection considered by the Court. However, any Settlement Class Member who has not submitted a request for exclusion and who has complied with the procedures described in this section and below in Question 12 may appear at the Settlement Hearing and be heard, to the extent allowed by the Court, about their objection.  An objector may appear in person or arrange, at his, her, or its own expense, for a lawyer to represent him, her, or it at the Settlement Hearing.

9. What is the difference between objecting and seeking exclusion?

Objecting is telling the Court that you do not like something about the proposed Settlement, Plan of Allocation, or Lead Counsel’s Fee and Expense Application.  You can still recover money from the Settlement.  You can object only if you stay in the Settlement Class.  Excluding yourself is telling the Court that you do not want to be part of the Settlement Class.  If you exclude yourself from the Settlement Class, you have no basis to object because the Settlement and the Action no longer affect you.

10. When and where will the Court decide whether to approve the proposed Settlement?

The Court will hold the Settlement Hearing on August 20, 2020, at 10:00a.m., in Courtroom 8107 at the Circuit Court of the State of Wisconsin, Dane County, Dane County Courthouse, 215 South Hamilton Street, Madison, Wisconsin 53703.

At this hearing, the Court will consider, among other things, whether: (i) the Settlement is fair, reasonable, adequate, and should be finally approved; (ii) the Plan of Allocation is fair and reasonable, and should be approved; and (iii) the application of Lead Counsel for an award of attorneys’ fees and payment of litigation expenses, including that of Plaintiff, is reasonable and should be approved.  The Court will take into consideration any written objections filed in accordance with the instructions in Question 8 above.  We do not know how long it will take the Court to make these decisions.

You should be aware that the Court may change the date and time of the Settlement Hearing, or hold the hearing telephonically, without another notice being sent to Settlement Class Members.  If you want to attend the hearing, you should check with Lead Counsel beforehand to be sure that the date and/or time has not changed, or periodically check this website to see if the Settlement Hearing stays as scheduled or is changed.

11. Do I have to come to the Settlement Hearing?

 No.  Lead Counsel will answer any questions the Court may have.  But, you are welcome to attend at your own expense.  If you submit a valid and timely objection, the Court will consider it and you do not have to come to Court to discuss it.  You may have your own lawyer attend (at your own expense), but it is not required.  If you do hire your own lawyer, he or she must file and serve a Notice of Appearance in the manner described in the answer to Question 12 below no later than July 30, 2020.

12. May I speak at the Settlement Hearing?

 You may ask the Court for permission to speak at the Settlement Hearing.  To do so, you must include with your objection (see Question 8), no later than July 30, 2020, a statement that you, or your attorney, intend to appear in “Plymouth County Retirement Association v. Spectrum Brands Holdings, Inc., et al., Case No. 2019-CV-000982 (Wis. Cir. Ct. Dane Cty.).”  Persons who intend to present evidence at the Settlement Hearing must also include in their objections (prepared and submitted in accordance with the answer to Question 8 above) the identities of any witnesses they may wish to call to testify and any exhibits they intend to introduce into evidence at the Settlement Hearing.  You may not speak at the Settlement Hearing if you exclude yourself or if you have not provided written notice in accordance with the procedures described in this section and Question 8 above.

Commodities Brokers and other Nominees: Please visit the Institutional E-Filing page of this website

If you have questions, you may call the Claims Administrator at

800-328-6074, or email info@SpectrumBrandsSettlement.com.com.