The Court directed that the Notice be mailed to you because you or someone in your family or an investment account for which you serve as a custodian may have purchased Spectrum or Old Spectrum common stock during the Class Period.  The Court has directed us to send you the Notice because, as a potential Spectrum Class Member, you have a right to know about your options before the Court rules on the proposed Settlement.  Additionally, you have the right to understand how this class action lawsuit may generally affect your legal rights.  If the Court approves the Settlement and the Plan of Allocation (or some other plan of allocation), the Claims Administrator selected by Lead Plaintiffs and approved by the Court will make payments pursuant to the Settlement after any objections and appeals are resolved.

The purpose of the Notice is to inform you of the existence of this case, that it is a class action, how you might be affected, and how to exclude yourself from the Spectrum Class if you wish to do so.  It is also being sent to inform you of the terms of the proposed Settlement and of a hearing to be held by the Court to consider the fairness, reasonableness, and adequacy of the Settlement, the proposed Plan of Allocation, and the motion by Lead Counsel for an award of attorneys’ fees and payment of Litigation Expenses (the “Settlement Fairness Hearing”).  See paragraphs 86-87 in the Notice for details about the Settlement Fairness Hearing, including the date and location of the hearing.

The issuance of the Notice is not an expression of any opinion by the Court concerning the merits of any claim in the Action, and the Court still has to decide whether to approve the Settlement.  If the Court approves the Settlement and a plan of allocation, then payments to Authorized Claimants will be made after any appeals are resolved and after the completion of all claims processing.  Please be patient, as this process can take some time to complete.

Spectrum is a consumer-goods company that provides products to consumers through retail partners such as Wal-Mart, Home Depot, and Lowe’s.  HRG was Spectrum’s majority shareholder.  In this Action, Lead Plaintiffs allege that the Company and the Individual Defendants made a series of materially misleading statements and omissions regarding the Company’s operations and financial results during the Class Period.  Lead Plaintiffs further allege that the Spectrum Class suffered damages when the alleged truth regarding these matters was publicly disclosed.

Beginning on March 7, 2019, certain related class actions (Earl S. Wagner v. Spectrum Brands Legacy, Inc., et al., No. 19-cv-178-jdp, and West Palm Beach Firefighters’ Pension Fund v. Spectrum Brands Legacy, Inc., et al., No. 19-cv-347-jdp) were filed in the United States District Court for the Western District of Wisconsin (the “Court”) alleging violations of the federal securities laws.

By Order dated June 12, 2019, the Court: (i) consolidated the related actions; (ii) appointed the Public School Teachers’ Pension and Retirement Fund of Chicago and the Cambridge Retirement System to serve as lead plaintiffs; and (iii) approved lead plaintiffs’ choice of Bernstein Litowitz Berger & Grossmann LLP as lead counsel and Rathje Woodward LLC as liaison counsel.

On July 12, 2019, Lead Plaintiffs filed the Amended Class Action Complaint for Violations of the Federal Securities Laws (the “Amended Complaint” or “Complaint”) asserting claims against Defendants Spectrum, Old Spectrum, and the Individual Defendants under Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 promulgated thereunder, and against the Individual Defendants and Defendant HRG under Section 20(a) of the Exchange Act.  Among other things, the Amended Complaint alleges that Defendants falsely stated that Spectrum was successfully executing two major supply-chain consolidation projects in its Global Auto Care (“GAC”) and Hardware and Home Improvement (“HHI”) divisions, when in fact the GAC and HHI consolidations were suffering from fundamental logistical, operational, and technical problems that were far more serious than those disclosed to investors.  The Amended Complaint further alleges that the prices of Spectrum’s, Old Spectrum’s, and HRG’s common stock were artificially inflated during the Class Period as a result of Defendants’ allegedly false and misleading statements, and declined when the truth was revealed.

On August 26, 2019, Defendants filed their motion to dismiss the Amended Complaint (the “Motion to Dismiss”).  On October 10, 2019, Lead Plaintiffs filed their memorandum of law in opposition to Defendants’ Motion to Dismiss and, on November 6, 2019, Defendants filed their reply papers in further support of the Motion to Dismiss.  

On January 7, 2020, the Parties filed a letter notifying the Court that they had agreed to a mediation of the Action before a private mediator and jointly requested that the Court defer decision on the pending motion to dismiss until the Parties could report to the Court on the result of the mediation.  That same day, the Court entered an order denying without prejudice the Motion to Dismiss and directing the Parties to file a status report advising the Court of the status of the mediation and whether Defendants wished to renew their Motion to Dismiss.  

On August 10, 2020, Parties entered into a Stipulation and Agreement of Settlement providing for the settlement of all claims in this Action for $39,000,000 in cash (the “Prior Settlement”).  The Prior Settlement was on behalf of a settlement class consisting of persons and entities who purchased Spectrum, Old Spectrum, or HRG common stock during the period from January 26, 2017 to November 19, 2018, inclusive (the “Class Period”), and were damaged thereby.

On February 6, 2021, the Court entered an Order denying without prejudice Lead Plaintiffs’ motion for final approval of the Prior Settlement.  

Pursuant to the Court’s February 6, 2021 Order, on February 19, 2021, Lead Plaintiffs submitted a proposed plan to the Court to divide the putative class into separate subclasses of Spectrum investors and HRG investors, and to provide a Private Securities Litigation Reform Act (“PSLRA”) notice for an additional lead plaintiff to represent the HRG class. 

Upon approval by the Court, on April 2, 2021, Lead Plaintiffs issued the PSLRA notice to purchasers of HRG common stock during the asserted Class Period via PRNewswire.

On June 10, 2021, the Court granted the motion of Jet Capital Master Fund LP (“Jet Capital”) to serve as lead plaintiff for the HRG class.

Lead Plaintiffs, Defendants, and Jet Capital engaged in mediation before Jed Melnick, Esq. in an effort to reach a settlement on behalf of both the Spectrum Class and the HRG class, which included a formal mediation session on July 22, 2021.

Lead Plaintiffs, Defendants, and Jet Capital were unsuccessful in negotiating a mutually acceptable allocation of the $39,000,000 in settlement consideration that had previously been agreed for both subclasses.

Lead Plaintiffs and Defendants then reached an agreement in principle to settle the Action with respect to the Spectrum Class, which was memorialized in a term sheet executed on August 3, 2021 (the “Term Sheet”).  The Term Sheet set forth, among other things, the Parties’ agreement to settle and release all claims of the Spectrum Class against Defendants in the Action in return for a cash payment of $32,000,000 for the benefit of the Spectrum Class, subject to certain terms and conditions and the execution of a customary “long form” stipulation and agreement of settlement and related papers.  The proposed Settlement does not affect the claims of the HRG Class, which will continue to be litigated by Jet Capital.

On August 27, 2021, the Parties entered into the Stipulation and Agreement of Settlement, which sets forth the terms and conditions of the Settlement.  The Stipulation is available on the Important Documents page of this website.

On August 27, 2021, the Court entered an order severing the claims of the Spectrum Class from the claims of the HRG Class and allowing the two sets of claims to proceed independently.  The action that continues with respect to claims of the Spectrum Class is referred to in the Notice as the “Action.”

On November 17, 2021, the Court preliminarily approved the Settlement, authorized the Notice to be disseminated to potential Spectrum Class Members, and scheduled the Settlement Fairness Hearing to consider whether to grant final approval of the Settlement.

If you are a member of the Spectrum Class, you are subject to the Settlement, unless you timely request to be excluded. The Spectrum Class consists of:

all persons and entities that: (i) purchased common stock of Old Spectrum from January 26, 2017 to July 13, 2018; and/or (iii) purchased common stock of Spectrum from July 13, 2018 to November 19, 2018 (January 26, 2017 to November 19, 2018, the “Class Period”) and were damaged thereby (the “Spectrum Class”).

Excluded from the Spectrum Class are: (i) Defendants (including Spectrum); (ii) the Immediate Family members of the Individual Defendants; (iii) the Officers and directors of Old Spectrum, Spectrum, and HRG currently and during the Class Period and their Immediate Family members; (iv) any entity in which any of the foregoing excluded persons or entities has or had a controlling interest; and (v) the legal representatives, heirs, successors, or assigns of any such excluded person or entity.  This Settlement does not settle or release claims arising out of purchases of HRG common stock on the open market from January 26, 2017 to November 19, 2018.  Also excluded from the Spectrum Class are any persons and entities who or which previously submitted a request for exclusion from the settlement class in connection with the Prior Settlement, or exclude themselves by submitting a request for exclusion in accordance with the requirements set forth in the Notice.  See “What If I Do Not Want To Be A Member Of The Spectrum Class?  How Do I Exclude Myself?” on page 19 in the Notice.

PLEASE NOTE:  RECEIPT OF THE NOTICE DOES NOT MEAN THAT YOU ARE A SPECTRUM CLASS MEMBER OR THAT YOU WILL BE ENTITLED TO A PAYMENT FROM THE SETTLEMENT.  IF YOU ARE A SPECTRUM CLASS MEMBER AND YOU WISH TO BE ELIGIBLE TO RECEIVE A PAYMENT FROM THE SETTLEMENT, AND YOU DID NOT PREVIOUSLY SUBMIT A CLAIM FORM, YOU ARE REQUIRED TO SUBMIT THE CLAIM FORM THAT IS BEING DISTRIBUTED WITH THE NOTICE AND THE REQUIRED SUPPORTING DOCUMENTATION AS SET FORTH THEREIN POSTMARKED NO LATER THAN JANUARY 25, 2022.

Lead Plaintiffs and Lead Counsel believe that the claims asserted against Defendants have merit.  They recognize, however, the expense and length of continued proceedings necessary to pursue their claims against Defendants through summary judgment, trial, and appeals, assuming Lead Plaintiffs were successful in defeating Defendants’ pending motion to dismiss, as well as the very substantial risks Lead Plaintiffs would face in establishing liability and damages.  For example, Lead Plaintiffs would have faced substantial challenges in proving that certain of Spectrum’s statements about the GAC and HHI consolidations were actionable under the federal securities laws.  Specifically, Defendants had credible arguments that their statements about the progress of both initiatives, including the “transitory” nature of the consolidation issues affecting the Company, were not false.  Defendants would have continued to argue that the consolidations were progressing adequately during much of the Class Period, and that the issues facing the consolidations were in fact transitory, because the issues were significantly resolved by the end of the Class Period.  In addition, Lead Plaintiffs would have faced challenges in proving that Defendants made the alleged false statements with the intent to mislead investors or were reckless in making the statements.  For example, Defendants would have continued to argue that the Company was making adequate progress in consolidating its distribution networks, and that Defendants were only made aware of any deeper issues later in the Class Period—directly before Defendants informed the market of these issues.  

Lead Plaintiffs would also have faced significant hurdles in proving “loss causation”—that the alleged misstatements were the cause of investors’ losses—and in proving damages with respect to the alleged corrective disclosures.  For example, Defendants have argued and would continue to argue that a substantial portion, if not all, of the negative news released to the market that Lead Plaintiffs alleged disclosed the fraud actually was totally unrelated to the alleged fraud.  If Defendants were successful, Lead Plaintiffs’ maximum damages would be substantially reduced or eliminated entirely.

In light of these risks, the amount of the Settlement, and the immediacy of recovery to the Spectrum Class, Lead Plaintiffs and Lead Counsel believe that the proposed Settlement is fair, reasonable, and adequate, and in the best interests of the Spectrum Class.  Lead Plaintiffs and Lead Counsel believe that the Settlement provides a substantial benefit to the Spectrum Class, namely $32,000,000 in cash (less the various deductions described in the Notice), as compared to the risk that the claims in the Action would produce a smaller recovery, or no recovery, after the Court’s decision on the motion to dismiss, summary judgment, trial, and appeals, possibly years in the future.

Defendants have expressly denied the claims asserted against them in the Action and expressly deny that the Spectrum Class was harmed or suffered any damages as a result of the conduct alleged in the Action.  Defendants have agreed to the Settlement solely to eliminate the burden and expense of continued litigation.  Accordingly, the Settlement may not be construed as an admission by Defendants of any fault, liability, wrongdoing, or damages.

If there were no Settlement and Lead Plaintiffs failed to establish any essential legal or factual element of their claims against Defendants, neither Lead Plaintiffs nor the other members of the Spectrum Class would recover anything from Defendants.  Also, if Defendants were successful in proving any of their defenses, either at the motion to dismiss, on summary judgment, at trial, or on appeal, the Spectrum Class could recover substantially less than the amount provided in the Settlement, or nothing at all.

As a Spectrum Class Member, you are represented by Lead Plaintiffs and Lead Counsel, unless you enter an appearance through counsel of your own choice at your own expense.  You are not required to retain your own counsel, but if you choose to do so, such counsel must file a notice of appearance on your behalf and must serve copies of his or her appearance on the attorneys listed in the section entitled “When And Where Will The Court Decide Whether To Approve The Settlement?” in the Notice.

If you are a Spectrum Class Member and do not wish to remain a Spectrum Class Member, you may exclude yourself from the Spectrum Class by following the instructions in the section entitled “What If I Do Not Want To Be A Member Of The Spectrum Class?  How Do I Exclude Myself?” in the Notice.

If you are a Spectrum Class Member and you wish to object to the Settlement, the Plan of Allocation, or Lead Counsel’s application for attorneys’ fees and Litigation Expenses, and if you do not exclude yourself from the Spectrum Class, you may present your objections by following the instructions in the section entitled “When And Where Will The Court Decide Whether To Approve The Settlement?” in the Notice.

If you are a Spectrum Class Member and you do not exclude yourself from the Spectrum Class, you will be bound by any orders issued by the Court.  If the Settlement is approved, the Court will enter a judgment (the “Judgment”).  The Judgment will dismiss with prejudice the Spectrum Class’s claims against Defendants and will provide that, upon the Effective Date of the Settlement, Lead Plaintiffs and each of the other Spectrum Class Members will have fully, finally, and forever compromised, settled, released, resolved, relinquished, waived, and discharged all of the Released Plaintiffs’ Claims (as defined in ¶ 38 in the Notice) against Defendants and the other Defendants’ Releasees (as defined in ¶ 39 in the Notice), and will forever be barred and enjoined from prosecuting any of the Released Plaintiffs’ Claims against any of the Defendants’ Releasees.

“Released Plaintiffs’ Claims” means all claims, demands, losses, liabilities, rights, and causes of action of any nature whatsoever, whether known claims or Unknown Claims (as defined in ¶ 40 in the Notice), whether arising under federal, state, common, or foreign law, whether brought directly or indirectly, that (i) Lead Plaintiffs asserted on behalf of members of the Spectrum Class in the Complaint or (ii) that Lead Plaintiffs or any other members of the Spectrum Class, on behalf of themselves and their respective successors, assigns, executors, administrators, representatives, attorneys, and agents, in their capacities as such, could have asserted in this Action or could in the future assert in any forum that arise out of, are based upon, or relate to in any way to (a) any of the allegations, acts, transactions, facts, events, matters, occurrences, representations or omissions involved, set forth, alleged, or referred to in the Complaint and (ii) the purchase, acquisition, sale, or holding of Spectrum common stock or Old Spectrum common stock during the Class Period by members of the Spectrum Class.  The Released Plaintiffs’ Claims do not include: (i) any claims relating to the enforcement of the Settlement; (ii) any claims arising out of purchases of HRG common stock on the open market from January 26, 2017 to November 19, 2018; (iii) any claims asserted in Plymouth Cty. Ret. Ass’n v. Spectrum Brands Holdings, Inc., et al., 2019CV000982 (Wis. Cir. Ct. Dane Cty.); (iv) any claims asserted in any derivative action or ERISA action; and (v) any claims of any person or entity who or which previously submitted a request for exclusion from the settlement class in connection with Prior Settlement or submits a request for exclusion from the Spectrum Class that is accepted by the Court.  

“Defendants’ Releasees” means (i) Defendants; (ii) the present and former parents, subsidiaries, divisions, and affiliates of Spectrum, Old Spectrum, and HRG; (iii) the present and former employees, Officers, and directors of each of the foregoing in (i)-(ii); (iv) the present and former attorneys, insurers, and agents of each of the foregoing in (i)-(iii); and (v) the predecessors, heirs, successors, and assigns of each of the foregoing in (i)-(iv).
“Unknown Claims” means any Released Plaintiffs’ Claims which any Lead Plaintiff or any other Spectrum Class Member does not know or suspect to exist in his, her, or its favor at the time of the release of such claims, and any Released Defendants’ Claims which any Defendant does not know or suspect to exist in his, her, or its favor at the time of the release of such claims, which, if known by him, her, or it, might have affected his, her, or its decision(s) with respect to this Settlement.  With respect to any and all Released Claims, the Parties stipulate and agree that, upon the Effective Date of the Settlement, Lead Plaintiffs and Defendants shall expressly waive, and each of the other Spectrum Class Members shall be deemed to have waived, and by operation of the Judgment or the Alternate Judgment, if applicable, shall have expressly waived, any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States, or principle of common law or foreign law, which is similar, comparable, or equivalent to California Civil Code §1542, which provides:

A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

Lead Plaintiffs and Defendants acknowledge, and each of the other Spectrum Class Members shall be deemed by operation of law to have acknowledged, that the foregoing waiver was separately bargained for and a key element of the Settlement.

The Judgment will also provide that, upon the Effective Date of the Settlement, Defendants, on behalf of themselves, and their respective successors, assigns, executors, administrators, representatives, attorneys, and agents, in their capacities as such, will have, fully, finally, and forever compromised, settled, released, resolved, relinquished, waived, and discharged any or all of the Released Defendants’ Claims (as defined in ¶ 42 in the Notice) against Lead Plaintiffs and the other Plaintiffs’ Releasees (as defined in ¶ 43 in the Notice), and will forever be barred and enjoined from prosecuting any or all of the Released Defendants’ Claims against any of the Plaintiffs’ Releasees.

“Released Defendants’ Claims” means all claims, demands, losses, liabilities, rights, and causes of action of any nature whatsoever, whether known claims or Unknown Claims, whether arising under federal, state, common, or foreign law, whether brought directly or indirectly, that arise out of or relate in any way to the institution, prosecution, or settlement of the claims asserted in the Action against Defendants.  Released Defendants’ Claims do not include: (i) any claims relating to the enforcement of the Settlement, and (ii) any claims against any person or entity who or which previously submitted a request for exclusion from the settlement class in connection with the Prior Settlement or submits a request for exclusion from the Spectrum Class that is accepted by the Court.

“Plaintiffs’ Releasees” means (i) Lead Plaintiffs, all other plaintiffs in the Action, all other Spectrum Class Members, and Plaintiffs’ Counsel; (ii) the present and former parents, subsidiaries, divisions, and affiliates of each of the foregoing in (i); (iii) the present and former employees, Officers, directors, and trustees of each of the foregoing in (i)-(ii); (iv) the present and former attorneys, insurers, and agents of each of the foregoing in (i)-(iii); and (v) the predecessors, heirs, successors, and assigns of each of the foregoing in (i)-(iv).

To be potentially eligible for a payment from the Settlement, you must be a member of the Spectrum Class and either you must have submitted a Claim Form to the Claims Administrator in connection with the Prior Settlement (your earlier Claim Form will be considered for participation in this Settlement), or you must timely complete and return the Claim Form with adequate supporting documentation postmarked no later than January 25, 2022.

A Claim Form is included with the Notice, or you may obtain one from the Important Documents page of this website maintained by the Claims Administrator for the Settlement.  You may also request that a Claim Form be mailed to you by calling the Claims Administrator toll free at 1-833-674-0176 or by emailing the Claims Administrator at info@SpectrumBrandsSecuritiesLitigation.com.  Please retain all records of your ownership of and transactions in Spectrum common stock and Old Spectrum common stock, as they will be needed to document your Claim.  The Parties and Claims Administrator do not have information about your transactions in Spectrum or Old Spectrum common stock.

If you request exclusion from the Spectrum Class or do not submit a timely and valid Claim Form, you will not be eligible to share in the Net Settlement Fund.  PLEASE NOTE: If you submitted a Claim Form in connection with the Prior Settlement, DO NOT submit another form.

At this time, it is not possible to make any determination as to how much any individual Spectrum Class Member may receive from the Settlement.

Pursuant to the Settlement, Defendants have agreed to pay or cause to be paid a total of $32,000,000 in cash (the “Settlement Amount”).  The Settlement Amount will be deposited into an escrow account.  The Settlement Amount plus any interest earned thereon is referred to as the “Settlement Fund.”  If the Settlement is approved by the Court and the Effective Date occurs, the “Net Settlement Fund” (that is, the Settlement Fund less (i) any Taxes; (ii) any Notice and Administration Costs; (iii) any Litigation Expenses awarded by the Court; (iv) any attorneys’ fees awarded by the Court; and (v) any other costs or fees approved by the Court) will be distributed to Spectrum Class Members who submit valid Claim Forms, in accordance with the proposed Plan of Allocation or such other plan of allocation as the Court may approve.

The Net Settlement Fund will not be distributed unless and until the Court has approved the Settlement and a plan of allocation, and the time for any petition for rehearing, appeal, or review, whether by certiorari or otherwise, has expired.

Neither Defendants nor any other person or entity that paid any portion of the Settlement Amount on their behalf are entitled to get back any portion of the Settlement Fund once the Court’s order or judgment approving the Settlement becomes Final.  Defendants shall not have any liability, obligation, or responsibility for the administration of the Settlement, the disbursement of the Net Settlement Fund, or the plan of allocation.

Approval of the Settlement is independent from approval of a plan of allocation.  Any determination with respect to a plan of allocation will not affect the Settlement, if approved.

Unless the Court otherwise orders, any Spectrum Class Member who or which did not previously submit a Claim Form and fails to submit a Claim Form postmarked on or before January 25, 2022 shall be fully and forever barred from receiving payments pursuant to the Settlement but will in all other respects remain a member of the Spectrum Class and be subject to the provisions of the Stipulation, including the terms of any Judgment entered and the releases given.  This means that each Spectrum Class Member releases the Released Plaintiffs’ Claims (as defined in ¶ 38 in the Notice) against the Defendants’ Releasees (as defined in ¶ 39 in the Notice) and will be barred and enjoined from prosecuting any of the Released Plaintiffs’ Claims against any of the Defendants’ Releasees whether or not such Spectrum Class Member submits a Claim Form.

Participants in, and beneficiaries of, a Spectrum, Old Spectrum, or HRG employee benefit plan covered by ERISA (“ERISA Plan”) should NOT include any information relating to their transactions in Spectrum common stock or Old Spectrum common stock held through the ERISA Plan in any Claim Form that they submit in this Action.  They should include ONLY those shares that they purchased outside the ERISA Plan.  Claims based on any ERISA Plan’s purchases of Spectrum common stock or Old Spectrum common stock during the Class Period may be made by the plans’ trustees.

The Court has reserved jurisdiction to allow, disallow, or adjust on equitable grounds the Claim of any Spectrum Class Member.

Each Claimant shall be deemed to have submitted to the jurisdiction of the Court with respect to his, her, or its Claim Form.

Only Spectrum Class Members, i.e., persons and entities who purchased Spectrum common stock or Old Spectrum common stock during the Class Period and were damaged as a result of such purchases, will be eligible to share in the distribution of the Net Settlement Fund.  Persons and entities that are excluded from the Spectrum Class by definition or that exclude themselves from the Spectrum Class pursuant to request will not be eligible for a payment and should not submit Claim Forms.  The only securities that are included in the Settlement are Spectrum common stock and Old Spectrum common stock.

Plaintiffs’ Counsel have not received any payment for their services in pursuing claims asserted in the Action on behalf of the Spectrum Class, nor have Plaintiffs’ Counsel been paid for their litigation expenses.  Before final approval of the Settlement, Lead Counsel will apply to the Court for an award of attorneys’ fees for Plaintiffs’ Counsel in an amount not to exceed 15% of the Settlement Fund.  At the same time, Lead Counsel also intends to apply for payment of Litigation Expenses incurred by Plaintiffs’ Counsel in an amount not to exceed $400,000, which may include an application for reimbursement of the reasonable costs and expenses incurred by Lead Plaintiffs directly related to their representation of the Spectrum Class, pursuant to the PSLRA.  The Court will determine the amount of any award of attorneys’ fees or Litigation Expenses.  Such sums as may be approved by the Court will be paid from the Settlement Fund.  Spectrum Class Members are not personally liable for any such fees or expenses.

Each Spectrum Class Member will be bound by all determinations and judgments in this lawsuit, whether favorable or unfavorable, unless such person or entity mails or delivers a written Request for Exclusion from the Spectrum Class, addressed to Spectrum Brands Securities Litigation, EXCLUSIONS, c/o JND Legal Administration, P.O. Box 91362, Seattle, WA 98111.  The Request for Exclusion must be received no later than February 22, 2022.  You will not be able to exclude yourself from the Spectrum Class after that date.  Each Request for Exclusion must (i) state the name, address, and telephone number of the person or entity requesting exclusion, and in the case of entities, the name and telephone number of the appropriate contact person; (ii) state that such person or entity “requests exclusion from the Spectrum Class in In re Spectrum Brands Securities Litigation, Case No. 19-cv-347-jdp”; (iii) state: (A) the number of shares of Old Spectrum common stock that the person or entity requesting exclusion owned as of the opening of trading on January 26, 2017; (B) the number of shares of Old Spectrum common stock that the person or entity requesting exclusion purchased and sold during the period from January 26, 2017 to July 13, 2018, including the dates, number of shares, and prices of each such purchase and sale; and (C) the number of shares of Spectrum common stock that the person or entity requesting exclusion purchased and sold during the period from July 13, 2018 to November 19, 2018, including the dates, number of shares, and prices of each such purchase and sale; and (iv) be signed by the person or entity requesting exclusion or an authorized representative.  A Request for Exclusion that does not provide all the information called for in this paragraph and is not received within the time stated above will be invalid and will not be allowed.  Lead Counsel may request that the person or entity requesting exclusion submit additional transaction information or documentation sufficient to prove his, her, or its holdings and trading in Old Spectrum common stock and Spectrum common stock.

If you do not want to be part of the Spectrum Class, you must follow these instructions for exclusion even if you have pending, or later file, another lawsuit, arbitration, or other proceeding relating to any Released Plaintiffs’ Claim against any of the Defendants’ Releasees.

If you exclude yourself from the Spectrum Class, you should understand that Defendants and the other Defendants’ Releasees will have the right to assert all defenses they may have to any claims that you may seek to assert, including, without limitation, the defense that any such claims are untimely under applicable statutes of limitations and statutes of repose.

If you ask to be excluded from the Spectrum Class, you will not be eligible to receive any payment out of the Net Settlement Fund.

Spectrum has the right to terminate the Settlement if valid requests for exclusion are received from persons and entities entitled to be members of the Spectrum Class in an amount that exceeds an amount agreed to by Lead Plaintiffs and Spectrum.

Spectrum Class Members do not need to attend the Settlement Fairness Hearing.  The Court will consider any submission made in accordance with the provisions below even if a Spectrum Class Member does not attend the hearing.  You can participate in the Settlement without attending the Settlement Fairness Hearing.

Please Note: The date and time of the Settlement Fairness Hearing may change without further written notice to the Spectrum Class.  In addition, the ongoing COVID-19 health emergency is a fluid situation that creates the possibility that the Court may decide to conduct the Settlement Fairness Hearing by telephonic or video conference, or otherwise allow Spectrum Class Members to appear at the hearing by phone or video, without further written notice to the Spectrum Class.  In order to determine whether the date and time of the Settlement Fairness Hearing have changed, or whether Spectrum Class Members must or may participate by phone or video, it is important that you monitor the Court’s docket and this website before making any plans to attend the Settlement Fairness Hearing.  Any updates regarding the Settlement Fairness Hearing, including any changes to the date or time of the hearing or updates regarding in-person or telephonic appearances at the hearing, will be posted to this website.  Also, if the Court requires or allows Spectrum Class Members to participate in the Settlement Fairness Hearing by telephone or video conference, the information needed to access the conference will be posted to this website.

The Settlement Fairness Hearing will be held on March 18, 2022 at 10:00 a.m. Central Time, before the Honorable James D. Peterson, either in person at the United States District Court for the Western District of Wisconsin, Courtroom 260, United States Courthouse, 120 North Henry Street, Madison, WI 53703 or by telephone or video conference (in the discretion of the Court), to determine, among other things: (i) whether the proposed Settlement on the terms and conditions provided for in the Stipulation is fair, reasonable, and adequate to the Spectrum Class, and should be finally approved by the Court; (ii) whether, for purposes of the Settlement only, the Action should be certified as a class action on behalf of the Spectrum Class, Lead Plaintiffs should be certified as Class Representatives for the Spectrum Class, and Lead Counsel should be appointed as Class Counsel for the Spectrum Class; (iii) whether the claims asserted in the Action on behalf of the Spectrum Class should be dismissed with prejudice against Defendants and the Releases specified and described in the Stipulation (and in the Notice) should be granted; (iv) whether the proposed Plan of Allocation should be approved as fair and reasonable; (v) whether Lead Counsel’s application for an award of attorneys’ fees and Litigation Expenses should be approved; and (vi) any other matters that may properly be brought before the Court in connection with the Settlement.  The Court reserves the right to certify the Spectrum Class; approve the Settlement, the Plan of Allocation, and Lead Counsel’s motion for an award of attorneys’ fees and Litigation Expenses; and consider any other matter related to the Settlement at or after the Settlement Fairness Hearing without further notice to the members of the Spectrum Class.

Any Spectrum Class Member who or which does not request exclusion may object to the Settlement, the proposed Plan of Allocation, or Lead Counsel’s motion for attorneys’ fees and Litigation Expenses.  Objections must be in writing.  To object, you must: (1) file any written objection, together with copies of all other papers and briefs supporting the objection, with the Clerk’s Office at the U.S District Court for the Western District of Wisconsin at the address set forth below on or before February 22, 2022; (2) serve the papers on Lead Counsel and on Defendants’ Counsel at the addresses set forth below so that the papers are received on or before February 22, 2022; and (3) email a copy of your objection to katiem@blbglaw.com and rrosen@paulweiss.com by February 22, 2022.

Any objection must:  (i) identify the case name and docket number, In re Spectrum Brands Securities Litigation, Case No. 19-cv-347-jdp; (ii) state the name, address, and telephone number of the person or entity objecting and must be signed by the objector; (iii) state with specificity the grounds for the Spectrum Class Member’s objection, including any legal and evidentiary support the Spectrum Class Member wishes to bring to the Court’s attention and whether the objection applies only to the objector, to a specific subset of the Spectrum Class, or to the entire Spectrum Class; and (iv) include documents sufficient to prove membership in the Spectrum Class, including documents showing (A) the number of shares of Old Spectrum common stock that the objecting Spectrum Class Member owned as of the opening of trading on January 26, 2017; (B) the number of shares of Old Spectrum common stock that the objecting Spectrum Class Member purchased and sold during the period from January 26, 2017 to July 13, 2018, including the dates, number of shares, and prices of each such purchase and sale; and (C) the number of shares of Spectrum common stock that the objecting Spectrum Class Member purchased and sold during the period from July 13, 2018 to November 19, 2018, including the dates, number of shares, and prices of each such purchase and sale.  Documentation establishing membership in the Spectrum Class must consist of copies of brokerage confirmation slips or monthly brokerage account statements, or an authorized statement from the objector’s broker containing the transactional and holding information found in a broker confirmation slip or account statement.  You may not object to the Settlement, the Plan of Allocation, or Lead Counsel’s motion for attorneys’ fees and Litigation Expenses if you exclude yourself from the Spectrum Class or if you are not a member of the Spectrum Class.

You may file a written objection without having to appear at the Settlement Fairness Hearing.  You may not, however, appear at the Settlement Fairness Hearing to present your objection unless you first file and serve a written objection in accordance with the procedures described above, unless the Court orders otherwise. 

If you wish to be heard orally at the hearing in opposition to the approval of the Settlement, the Plan of Allocation, or Lead Counsel’s motion for an award of attorneys’ fees and Litigation Expenses, assuming you timely file and serve a written objection as described above, you must also file a notice of appearance with the Clerk’s Office and serve it on Lead Counsel and on Defendants’ Counsel at the addresses set forth above so that it is received on or before February 22, 2022.  Persons who intend to object and desire to present evidence at the Settlement Fairness Hearing must include in their written objection or notice of appearance the identity of any witnesses they may call to testify and exhibits they intend to introduce into evidence at the hearing.  Such persons may be heard orally at the discretion of the Court.

You are not required to hire an attorney to represent you in making written objections or in appearing at the Settlement Fairness Hearing (unless you are a corporation or other entity that may appear in Court only through counsel).  However, if you decide to hire an attorney, it will be at your own expense, and that attorney must file a notice of appearance with the Court and serve it on Lead Counsel and Defendants’ Counsel at the addresses set forth above so that the notice is received on or before February 22, 2022.

The Settlement Fairness Hearing may be adjourned by the Court without further written notice to the Spectrum Class If you intend to attend the Settlement Fairness Hearing, you should confirm the date and time on the Court’s docket or with Lead Counsel. 

Unless the Court orders otherwise, any Spectrum Class Member who does not object in the manner described above will be deemed to have waived any objection and shall be forever foreclosed from making any objection to the proposed Settlement, the proposed Plan of Allocation, or Lead Counsel’s motion for an award of attorneys’ fees and Litigation Expenses.  Spectrum Class Members do not need to appear at the Settlement Fairness Hearing or take any other action to indicate their approval.

If you purchased: (i) shares of Old Spectrum common stock from January 26, 2017 to July 13, 2018; or (ii) shares of Spectrum common stock from July 13, 2018 to November 19, 2018, for the beneficial interest of persons or organizations other than yourself, you must either: (1) within seven (7) calendar days of receipt of the Notice, request from the Claims Administrator sufficient copies of the Notice and Claim Form (the “Notice Packet”) to forward to all such beneficial owners and within seven (7) calendar days of receipt of those Notice Packets forward them to all such beneficial owners; or (2) within seven (7) calendar days of receipt of the Notice, provide a list of the names, addresses, and, if available, email addresses of all such beneficial owners to Spectrum Brands Securities Litigation, c/o JND Legal Administration, P.O. Box 91362, Seattle, WA 98111.  However, if you previously provided names and addresses of potential settlement class members in this Action to the Claims Administrator in connection with the Prior Settlement, you are not required to provide those names and addresses again.  You are only required to provide the Claims Administrator with names and addresses of beneficial owners described above that were not previously provided, or if there are any name or address changes.  In addition, if you choose the first option, you must send a statement to the Claims Administrator confirming that the mailing was made as directed and retain the list of names and addresses for use in connection with any possible future notice to the Spectrum Class.  If you choose the second option, the Claims Administrator will send a copy of the Notice Packet to the beneficial owners.   

Upon full compliance with these directions, such nominees may seek reimbursement of their reasonable expenses actually incurred, by providing the Claims Administrator with proper documentation supporting the expenses for which reimbursement is sought.  Copies of the Notice and the Claim Form may also be obtained from the Important Documents page of this website, by calling the Claims Administrator toll-free at 1 833 674-0176, or by emailing the Claims Administrator at info@SpectrumBrandsSecuritiesLitigation.com.

The Notice contains only a summary of the terms of the proposed Settlement.  For more detailed information about the matters involved in this Action, you are referred to the papers on file in the Action, including the Stipulation, which may be inspected during regular office hours at the Office of the Clerk of the Court, U.S. District Court for the Western District of Wisconsin, U.S. Courthouse, 120 North Henry Street, Room 320, Madison, WI 53703. Additionally, copies of the Stipulation and any related orders entered by the Court will be posted on this website.

All inquiries concerning the Notice and the Claim Form should be directed to:

DO NOT CALL OR WRITE THE COURT, THE OFFICE OF THE CLERK OF THE COURT, DEFENDANTS, OR THEIR COUNSEL REGARDING THE NOTICE.