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 Report (Date of Earliest Event Reported): June 21, 2018
Energizer Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
Missouri | 1-36837 | 36-4802442 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
533 Maryville University Drive
St. Louis, Missouri 63141
(Address of principal executive offices)
Registrants telephone number, including area code: (314) 985-2000
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 ( see General Instruction A.2. below):
☐ | 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 (§230.405 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 check mark 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 1.01. Entry into a Material Definitive Agreement.
On June 21, 2018, Energizer Holdings, Inc. (the Company) entered into Amendment No. 3 to Credit Agreement among the Company, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto in order to permit the Company to enter into certain commitment letters to pay to Energizer Gamma Acquisition, Inc., a subsidiary of the Company (the Escrow Issuer), and/or Energizer Gamma Acquisition B.V., a subsidiary of the Company (the EUR Issuer), (i) such additional amounts that when taken together with the amount of funds held in the applicable escrow account, will be sufficient to pay the special redemption price related to the sale by the Escrow Issuer of $500,000,000 aggregate principal amount of 6.375% Senior Notes due 2026 (the USD Notes) and/or the sale by the EUR Issuer of 650,000,000 aggregate principal amount of 4.625% Senior Notes due 2026 (the EUR Notes) solely in the event a special redemption occurs, (ii) such additional amounts that will be sufficient to pay accrued and unpaid interest on any interest payment date with respect to the USD Notes and the EUR Notes occurring prior to the date of the special redemption and (iii) such additional amounts that will be sufficient to pay upfront fees, discounts, commissions or original issue discount with respect to the USD Notes and the EUR Notes.
The foregoing description of Amendment No. 3 to Credit Agreement is qualified in its entirety by reference to Amendment No. 3 to Credit Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 8.01. Other Events.
On June 21, 2018, the Company issued a press release, attached hereto as Exhibit 99.1 and incorporated herein by reference, announcing the pricing of the USD Notes and the EUR Notes offerings.
Item 9.01. Financial Statements and Exhibits.
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
ENERGIZER HOLDINGS, INC. | ||
By: |
/s/ Timothy W. Gorman |
|
Timothy W. Gorman | ||
Executive Vice President and Chief Financial Officer |
Dated: June 22, 2018
Exhibit 10.1
EXECUTION VERSION
AMENDMENT NO. 3 TO CREDIT AGREEMENT
AMENDMENT NO. 3 dated as of June 21, 2018 (this Amendment ), to the Credit Agreement dated as of June 30, 2015 (as amended, amended and restated, supplemented, extended, refinanced or otherwise modified prior to the date hereof, the Credit Agreement ) among Energizer Holdings, Inc., a Missouri corporation (the Borrower ), the Lenders from time to time party thereto (the Lenders ) and JPMorgan Chase Bank, N.A., as Administrative Agent (the Administrative Agent ).
W I T N E S S E T H :
WHEREAS, (i) Energizer Gamma Acquisition, Inc. ( Gamma, Inc. ), a wholly owned Unrestricted Subsidiary of the Borrower, intends to issue new dollar-denominated Senior Notes due 2026 (the Senior USD Notes ) the proceeds of which will be deposited into an escrow account (the Dollar Escrow Account ) pursuant to an escrow agreement (the Dollar Escrow Agreement ) among Gamma, Inc., The Bank of New York Mellon Trust Company, N.A. and Barclays Bank PLC and (ii) Energizer Gamma Acquisition B.V. ( Gamma B.V. ), a wholly owned Unrestricted Subsidiary of the Borrower, intends to issue new Euro-denominated Senior Notes due 2026 (the Senior Euro Notes and, together with the Dollar Notes, the Senior Notes ), the proceeds of which will be deposited into an escrow account (the Euro Escrow Account and together with the Dollar Escrow Account, the Escrow Accounts ) pursuant to an escrow agreement (the Euro Escrow Agreement and, together with the Dollar Escrow Agreement, the Escrow Agreements ) among Gamma B.V., The Bank of New York Mellon Trust Company, N.A. and Barclays Bank PLC;
WHEREAS, the net proceeds of the offering of the Notes will remain in the applicable Escrow Account until (i) the Escrow Conditions (as defined in the Escrow Agreements) are satisfied or (ii) the date that Gamma, Inc. or Gamma B.V., as applicable, is required to redeem the notes pursuant to the indentures under which the Senior Notes are issued (a Special Redemption );
WHEREAS, the Borrower intends to enter into the Escrow Commitment Letters (as defined below) to pay to Energizer Gamma Acquisition, Inc. and/or Energizer Gamma Acquisition B.V., respectively, (i) such additional amounts that when taken together with the amount of funds held in the applicable Escrow Account, will be sufficient to pay the special redemption price of the Senior USD Notes and the Senior Euro Notes solely in the event a Special Redemption occurs, (ii) such additional amounts that will be sufficient to pay accrued and unpaid interest on any interest payment date with respect to the Senior Notes occurring prior to the date of the Special Redemption and (iii) such additional amounts that will be sufficient to pay upfront fees, discounts, commissions or original issue discount with respect to the Senior Notes, in each case, pursuant to and in accordance with the terms of the Escrow Commitment Letters;
WHEREAS, the Borrower, the Administrative Agent and the undersigned Lenders (together constituting the Required Lenders with respect to each of the Revolving Facility and the Term Facility) have agreed to amend certain provisions of the Credit Agreement as provided for herein; and
NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:
SECTION 1 . Defined Terms; References . Unless otherwise specifically defined herein, each term used herein which is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. The rules of construction and other interpretive provisions specified in Section 1.02 of the Credit Agreement shall apply to this Amendment, including terms defined in the preamble and recitals hereto.
SECTION 2 . Amendments . Subject to the satisfaction of the conditions precedent set forth in Section 5 below, from and after the Amendment Effective Date (as defined below), the Credit Agreement is hereby amended as follows:
(a) Section 1.01 of the Credit Agreement is hereby amended by inserting in appropriate alphabetical order the following new definitions:
Escrow Commitment Letters means (a) an unsecured commitment letter between the Borrower and Energizer Gamma Acquisition, Inc. with respect to the Senior USD Notes and (b) an unsecured commitment letter between the Borrower and Energizer Gamma Acquisition B.V. with respect to the Senior Euro Notes, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent.
Escrow Issuer means (x) in the case of the Senior Euro Notes, Energizer Gamma Acquisition B.V. and (y) in the case of the Senior USD Notes, Energizer Gamma Acquisition, Inc.
Senior Euro Notes Indenture means an indenture among Energizer Gamma Acquisition B.V., as escrow issuer, the guarantors from time to time party thereto and the Trustee referred to therein, under which Energizer Gamma Acquisition B.V. will issue senior unsecured Euro-denominated notes ( the Senior Euro Notes ).
Senior Euro Notes is defined in the definition of Senior Euro Notes Indenture .
Senior USD Notes is defined in the definition of Senior USD Note Indenture .
Senior USD Note Indenture means an indenture among Energizer Gamma Acquisition, Inc., as escrow issuer, the guarantors from time to time party thereto and the Trustee referred to therein, under which Energizer Gamma Acquisition, Inc. will issue senior unsecured U.S. dollar-denominated notes (the Senior USD Notes ).
Specified Commitments means the unsecured commitments by the Borrower to pay to the Escrow Issuer with respect to any series of Senior Notes (i) such amounts that, when taken together with the amount of funds held in the applicable Escrow Account, will be sufficient to permit such Escrow Issuer to pay the special redemption price of the Senior USD Notes and the Senior Euro Notes, as applicable, (ii) such additional amounts that will be sufficient to pay
accrued and unpaid interest on any interest payment date with respect to such series of Senior Notes occurring prior to the date of the Special Redemption and (iii) such additional amounts that will be sufficient to pay upfront fees, discounts, commissions or original issue discount with respect to such series of Senior Notes, in each case, pursuant to and in accordance with the terms of the applicable Escrow Commitment Letter.
(b) Section 7.01(a) of the Credit Agreement is hereby amended by replacing each reference therein to Restricted Subsidiaries with a reference to consolidated Subsidiaries.
(c) Section 7.03(a) of the Credit Agreement is hereby amended by (i) deleting the word and at the end of clause (xxii) thereof, (ii) replacing the . at the end of clause (xxiii) thereof with ; and and (iii) adding the following new clause (xxiv):
(xxiv) Indebtedness in the form of the Specified Commitments.
(d) Section 7.03(d) of the Credit Agreement is hereby amended by (i) deleting the word and at the end of clause (xvi) thereof, (ii) replacing the . at the end of clause (xvii) thereof with ; and (iii) adding the following new clause (xviii):
(xviii) Investments in Energizer Gamma Acquisition, Inc. and Energizer Gamma Acquisition B.V. pursuant to the Escrow Commitment Letters.
(e) Section 7.03(i) of the Credit Agreement is hereby amended by (i) deleting the word and immediately prior to clause (ix) thereof, (ii) replacing the . at the end of clause (ix) thereof with ; and and (iii) adding the following new clause (x):
(x) the Borrower may enter into the Escrow Commitment Letters and make any payments contemplated thereby.
SECTION 3 . Effect of Amendment; Reaffirmation; Etc. Except as expressly set forth herein or in the Credit Agreement, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or under any other Loan Document and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Without limiting the foregoing, (i) each Loan Party acknowledges and agrees that (A) each Loan Document to which it is a party is hereby confirmed and ratified and shall remain in full force and effect according to its respective terms (in the case of the Credit Agreement, as amended hereby) and (B) the Collateral Documents do, and all of the Collateral does, and in each case shall continue to, secure the payment of all Secured Obligations (as defined in the Collateral Agreement) on the terms and conditions set forth in the Collateral Documents, and hereby ratifies the security interests granted by it pursuant to the Collateral Documents and (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor under the Collateral Agreement with respect to all of the Secured Obligations. On and as of the Amendment Effective Date, each reference in the Credit Agreement to this Agreement, hereof, hereunder, herein and hereby and each other similar reference, and each reference in any other Loan Document to the Credit Agreement, thereof, thereunder, therein or thereby or any other similar reference to the Credit Agreement shall refer to the Credit Agreement as amended hereby.
SECTION 4 . Representations of Loan Parties . Each of the Loan Parties hereby represents and warrants as of the date hereof:
(a) this Amendment has been duly authorized, executed and delivered by it. This Amendment and the Credit Agreement (in each case, as of the Amendment Effective Date) constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms (except as enforceability may be limited by bankruptcy, insolvency, or similar laws affecting the enforcement of creditors rights generally and by general equitable principles, including concepts of reasonableness, materiality, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies (whether enforcement is sought by proceedings in equity or at law));
(b) no Default or Unmatured Default has occurred and is continuing or shall result from the effectiveness of this Amendment or the consummation of the transactions contemplated hereby; and
(c) all of the representations in the Credit Agreement are true and correct in all material respects (except that any representation and warranty that is qualified as to materiality or Material Adverse Effect shall be true and correct in all respects) on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except that any representation and warranty that is qualified as to materiality or Material Adverse Effect shall be true and correct in all respects) as of such earlier date.
SECTION 5 . Amendment Effective Date . This Amendment shall become effective as of the first date (the Amendment Effective Date ) on which each of the following conditions shall have been satisfied:
(a) the Administrative Agent shall have received executed copies of this Amendment from the Administrative Agent, the Borrower, the Subsidiary Guarantors and the Required Lenders;
(b) the Administrative Agent shall have received payment and/or reimbursement of all of the fees and expenses (including, to the extent invoiced, reasonable attorneys fees and expenses of counsel) due or payable to the Administrative Agent or its affiliates pursuant to Section 10.07 of the Credit Agreement; and
(c) the representations and warranties set forth in Section 4 of this Amendment shall be true and correct in all respects on and as of the Amendment Effective Date.
The Administrative Agent shall notify the Borrower and the Lenders of the Amendment Effective Date and such notice shall be conclusive and binding.
SECTION 6 . Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
SECTION 7 . Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Amendment by facsimile or electronic transmission shall be as effective as delivery of a manually signed counterpart of this Amendment.
SECTION 8 . Headings . Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Amendment.
SECTION 9 . Miscellaneous. For the avoidance of doubt, this Amendment constitutes a Loan Document. Section 10.07 of the Credit Agreement is hereby incorporated by reference and shall apply mutatis mutandis as if each Lender party hereto were the Administrative Agent and this Amendment were the Credit Agreement.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the date first above written.
ENERGIZER HOLDINGS, INC. | ||
By: |
/s/ Timothy W. Gorman |
|
Name: Timothy W. Gorman | ||
Title: Executive Vice President, Chief Financial Officer and Principal Accounting Officer | ||
ENERGIZER INVESTMENT COMPANY | ||
By |
/s/ Timothy W. Gorman |
|
Name: Timothy W. Gorman | ||
Title: Executive Vice President, Chief Financial Officer and Principal Accounting Officer | ||
ENERGIZER BRANDS, LLC | ||
By |
/s/ Timothy W. Gorman |
|
Name: Timothy W. Gorman | ||
Title: Executive Vice President, Chief Financial Officer and Principal Accounting Officer | ||
ENERGIZER, LLC | ||
By |
/s/ Timothy W. Gorman |
|
Name: Timothy W. Gorman | ||
Title: Executive Vice President, Chief Financial Officer and Principal Accounting Officer | ||
ENERGIZER MANUFACTURING, INC. | ||
By |
/s/ Timothy W. Gorman |
|
Name: Timothy W. Gorman | ||
Title: Executive Vice President, Chief Financial Officer and Principal Accounting Officer |
[Signature Page to Amendment]
ENERGIZER INTERNATIONAL, INC. | ||
By |
/s/ Timothy W. Gorman |
|
Name: Timothy W. Gorman | ||
Title: Executive Vice President, Chief Financial Officer and Principal Accounting Officer | ||
ENERGIZER BRANDS II HOLDING, LLC | ||
By |
/s/ Timothy W. Gorman |
|
Name: Timothy W. Gorman | ||
Title: Executive Vice President, Chief Financial Officer and Principal Accounting Officer | ||
CALIFORNIA SCENTS, LLC | ||
By |
/s/ Timothy W. Gorman |
|
Name: Timothy W. Gorman | ||
Title: Executive Vice President, Chief Financial Officer and Principal Accounting Officer | ||
ASSOCIATED PRODUCTS, LLC | ||
By |
/s/ Timothy W. Gorman |
|
Name: Timothy W. Gorman | ||
Title: Executive Vice President, Chief Financial Officer and Principal Accounting Officer | ||
AMERICAN COVERS, LLC. | ||
By |
/s/ Timothy W. Gorman |
|
Name: Timothy W. Gorman | ||
Title: Executive Vice President, Chief Financial Officer and Principal Accounting Officer |
[Signature Page to Amendment]
JPMORGAN CHASE BANK, N.A., as Administrative Agent | ||
By: |
/s/ Erik Barragan |
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Name: Erik Barragan | ||
Title: Vice President |
ACIS CLO 2013-1 LTD., as Lender | ||
By: Acis Capital Management, L.P., its Portfolio Manager |
||
By: |
/s/ Carter Chism |
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Name: Carter Chism | ||
Title: Authorized Signatory | ||
By: | ||
Name: | ||
Title: |
ACIS CLO 2014-3 LTD., as Lender | ||
By: Acis Capital Management, L.P., its Portfolio Manager |
||
By: |
/s/ Carter Chism |
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Name: Carter Chism | ||
Title: Authorized Signatory | ||
By: | ||
Name: | ||
Title: |
ACIS CLO 2014-4 LTD., as Lender | ||
By: Acis Capital Management, L.P., its Portfolio Manager |
||
By: |
/s/ Carter Chism |
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Name: Carter Chism | ||
Title: Authorized Signatory | ||
By: | ||
Name: | ||
Title: |
[Signature Page to Amendment]
ACIS CLO 2014-5 Ltd., as Lender | ||
By: Acis Capital Management, L.P., its Portfolio Manager |
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By: |
/s/ Carter Chism |
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Name: Carter Chism | ||
Title: Authorized Signatory | ||
By: | ||
Name: | ||
Title: |
ACIS CLO 2015-6 LTD., as Lender | ||
By: Acis Capital Management, L.P., its Portfolio Manager |
||
By: |
/s/ Carter Chism |
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Name: Carter Chism | ||
Title: Authorized Signatory | ||
By: | ||
Name: | ||
Title: |
Adams Mill CLO Ltd., as Lender | ||
By: Shenkman Capital Management, Inc., as Collateral Manager |
||
By: |
/s/ Dov Braun |
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Name: Dov Braun | ||
Title: CFO | ||
By: | ||
Name: | ||
Title: |
AMMC CLO 15, LIMITED, as Lender | ||
By: American Money Management Corp., as Collateral Manager |
||
By: |
/s/ David P. Meyer |
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Name: David P. Meyer | ||
Title: Senior Vice President | ||
By: | ||
Name: | ||
Title: |
[Signature Page to Amendment]
AMMC CLO 16, LIMITED, as Lender | ||
By: American Money Management Corp., as Collateral Manager |
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By: |
/s/ David P. Meyer |
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Name: David P. Meyer | ||
Title: Senior Vice President | ||
By: | ||
Name: | ||
Title: |
AMMC CLO XIV, LIMITED, as Lender | ||
By: |
/s/ David P. Meyer |
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Name: David P. Meyer | ||
Title: Senior Vice President | ||
By: | ||
Name: | ||
Title: |
Apex Credit CLO 2017-II Ltd., as Lender | ||
By: Apex Credit Partners LLC | ||
By: |
/s/ Andrew Stern |
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Name: Andrew Stern | ||
Title: Managing Director | ||
By: | ||
Name: | ||
Title: |
Associated Electric & Gas Insurance Services Limited, as Lender | ||
By: SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager | ||
By: |
/s/ Dov Braun |
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Name: Dov Braun | ||
Title: CFO | ||
By: | ||
Name: | ||
Title: |
AZB FUNDING 3, as Lender | ||
By: |
/s/ Robert Gates |
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Name: Robert Gates | ||
Title: Authorized Signatory |
[Signature Page to Amendment]
B&M CLO 2014-1 Ltd., as Lender | ||
By: |
/s/ John Heitkemper |
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Name: John Heitkemper | ||
Title: Portfolio Manager | ||
By: | ||
Name: | ||
Title: |
BANCO DE SABADELL, S.A., MIAMI BRANCH , as Lender | ||
By: |
/s/ Ignacio Alcaraz |
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Name: Ignacio Alcaraz | ||
Title: Head of Structured Finance Americas |
BANK OF AMERICA, N.A., as Lender | ||
By: |
/s/ Aron Frey |
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Name: Aron Frey | ||
Title: Vice President |
BOKF NA dba Bank of Oklahoma, as Lender | ||
By: |
/s/ Paul E. Johnson |
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Name: Paul E. Johnson | ||
Title: Vice President |
BEAN CREEK CLO, LTD, as Lender | ||
By: |
/s/ Eduardo Piedra |
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Name: Eduardo Piedra | ||
Title: Manager |
CLEAR CREEK CLO, LTD, as Lender | ||
By: |
/s/ Eduardo Piedra |
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Name: Eduardo Piedra | ||
Title: Manager |
MILL CREEK CLO II, LTD, as Lender | ||
By: |
/s/ Eduardo Piedra |
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Name: Eduardo Piedra | ||
Title: Manager |
SILVER CREEK CLO, LTD, as Lender | ||
By: |
/s/ Eduardo Piedra |
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Name: Eduardo Piedra | ||
Title: Manager |
[Signature Page to Amendment]
BANKERS LIFE AND CASUALTY COMPANY, as Lender | ||
By: |
/s/ Jesse Horsfall |
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Name: Jesse Horsfall | ||
Title: SVP, Portfolio Mgmt and Sol |
Black Diamond CLO 2014-1 Ltd., as Lender | ||
By: Black Diamond CLO 2014-1 Adviser, L.L.C. As its Collateral Manager |
||
By: |
/s/ Stephen H. Deckoff |
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Name: Stephen H. Deckoff | ||
Title: Managing Principal | ||
By: | ||
Name: | ||
Title: |
Boyd Watterson Limited Duration Enhanced Income Fund, as Lender | ||
By: |
/s/ Elizabeth DeBarr |
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Name: Elizabeth DeBarr | ||
Title: Analyst | ||
By: | ||
Name: | ||
Title: |
Bronco Trading, LLC, as Lender | ||
By: |
/s/ Connie Bailey-Blake |
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Name: Connie Bailey-Blake | ||
Title: Vice President | ||
By: | ||
Name: | ||
Title: |
CAPSTAR BANK, as Lender | ||
By: |
/s/ Brad Greer |
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Name: Brad Greer | ||
Title: Executive Vice President |
[Signature Page to Amendment]
CARE Super, as Lender | ||
By: SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager | ||
By: |
/s/ Dov Braun |
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Name: Dov Braun | ||
Title: CFO | ||
By: | ||
Name: | ||
Title: |
Catamaran CLO 2013-1 Ltd., as Lender | ||
By: Trimaran Advisors, L.L.C. | ||
By: |
/s/ Daniel Gilligan |
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Name: Daniel Gilligan | ||
Title: Authorized Signatory | ||
By: | ||
Name: | ||
Title: |
Catamaran CLO 2014-1 Ltd., as Lender | ||
By: Trimaran Advisors, L.L.C. | ||
By: |
/s/ Daniel Gilligan |
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Name: Daniel Gilligan | ||
Title: Authorized Signatory | ||
By: | ||
Name: | ||
Title: |
Catamaran CLO 2014-2 Ltd., as Lender | ||
By: |
/s/ Daniel Gilligan |
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Name: Daniel Gilligan | ||
Title: Authorized Signatory | ||
By: | ||
Name: | ||
Title: |
Catamaran CLO 2018-1 Ltd., as Lender | ||
By: |
/s/ Daniel Gilligan |
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Name: Daniel Gilligan | ||
Title: Authorized Signatory | ||
By: | ||
Name: | ||
Title: |
[Signature Page to Amendment]
Christian Super, as Lender | ||
By: SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager | ||
By: |
/s/ Dov Braun |
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Name: Dov Braun | ||
Title: CFO | ||
By: | ||
Name: | ||
Title: |
CITIBANK, N.A., as Lender | ||
By: |
/s/ Blake Gronich |
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Name: Blake Gronich | ||
Title: Vice President |
Credos Floating Rate Fund LP, as Lender | ||
By: SHENKMAN CAPITAL MANAGEMENT, INC., as General Partner | ||
By: |
/s/ Dov Braun |
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Name: Dov Braun | ||
Title: CFO | ||
By: | ||
Name: | ||
Title: |
Crown Point CLO III, Ltd., as Lender | ||
By: Pretium Partner LLC, as its Collateral Manager | ||
By: |
/s/ John DAngelo |
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Name: John DAngelo | ||
Title: Sr. Portfolio Manager | ||
By: | ||
Name: | ||
Title: |
Eaton Vance Bank Loan Fund Series II A Series Trust of Multi Manager Global Investment Trust, as Lender | ||
By: Eaton Vance Management as Investment Advisor | ||
By: |
/s/ Michael Brotthof |
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Name: Michael Brotthof | ||
Title: Vice President | ||
By: | ||
Name: | ||
Title: |
[Signature Page to Amendment]
Eaton Vance CLO 2015-1 Ltd., as Lender | ||
By: Eaton Vance Management Portfolio Manager | ||
By: |
/s/ Michael Brotthof |
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Name: Michael Brotthof | ||
Title: Vice President | ||
By: | ||
Name: | ||
Title: |
Eaton Vance Floating Rate Portfolio, as Lender | ||
By: Boston Management and Research as Investment Advisor | ||
By: |
/s/ Michael Brotthof |
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Name: Michael Brotthof | ||
Title: Vice President | ||
By: | ||
Name: | ||
Title: |
Electronic Data Systems 1994 Pension Scheme, as Lender | ||
By: SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager | ||
By: |
/s/ Dov Braun |
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Name: Dov Braun | ||
Title: CFO | ||
By: | ||
Name: | ||
Title: |
Electronic Data Systems Retirement Plan, as Lender | ||
By: SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager | ||
By: |
/s/ Dov Braun |
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Name: Dov Braun | ||
Title: CFO | ||
By: | ||
Name: | ||
Title: |
[Signature Page to Amendment]
Employees Retirement System of the State of Hawaii, as Lender | ||
As: Tortoise Credit Strategies, LLC as Investment Advisor on behalf of the Employees Retirement System of the State of Hawaii (920450) | ||
By: |
/s/ John Heitkemper |
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Name: John Heitkemper | ||
Title: Portfolio Manager | ||
By: | ||
Name: | ||
Title: |
ERSTE GROUP BANK AG, as Lender | ||
By: |
/s/ Gregory Aptman |
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Name: Gregory Aptman | ||
Title: Managing Director | ||
By: |
/s/ Bryan Lynch |
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Name: Bryan Lynch | ||
Title: Senior Vice President |
First Bank, as Lender | ||
By: |
/s/ Phillip M. Lykens |
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Name: Phillip M. Lykens | ||
Title: Sr. Vice President |
Garrison Funding 2015-1 Ltd., as Lender | ||
By: Garrison Funding 2015-1 Manager LLC as Portfolio Manager | ||
By: |
/s/ Pavel Antonov |
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Name: Pavel Antonov | ||
Title: Attorney In Fact | ||
By: | ||
Name: | ||
Title: |
Garrison Funding 2016-1 Ltd., as Lender | ||
By: Garrison Funding 2016-1 Manager LLC as Collateral Manager | ||
By: |
/s/ Pavel Antonov |
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Name: Pavel Antonov | ||
Title: Attorney In Fact | ||
By: | ||
Name: | ||
Title: |
[Signature Page to Amendment]
Great American Insurance Company, as Lender | ||
By: |
/s/ David P. Meyer |
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Name: David P. Meyer | ||
Title: Senior Vice President | ||
By: | ||
Name: | ||
Title: |
Great American Life Insurance Company, as Lender | ||
By: |
/s/ David P. Meyer |
|
Name: David P. Meyer | ||
Title: Senior Vice President | ||
By: | ||
Name: | ||
Title: |
Halcyon Loan Advisors Funding 2013-2 LTD., as Lender | ||
By: |
/s/ David Martino |
|
Name: David Martino | ||
Title: Controller | ||
By: | ||
Name: | ||
Title: |
Halcyon Loan Advisors Funding 2014-1 LTD., as Lender | ||
By: Halcyon Loan Advisors Funding 2014-1 LLC as collateral manager | ||
By: |
/s/ David Martino |
|
Name: David Martino | ||
Title: Controller | ||
By: | ||
Name: | ||
Title: |
[Signature Page to Amendment]
Halcyon Loan Advisors Funding 2014-2 Ltd., as Lender | ||
By: Halcyon Loan Advisors Funding 2014-2 LLC as collateral manager | ||
By: |
/s/ David Martino |
|
Name: David Martino | ||
Title: Controller | ||
By: | ||
Name: | ||
Title: |
Halcyon Loan Advisors Funding 2014-3 LTD, as Lender | ||
By: Halcyon Loan Advisors Funding 2014-3 LLC as Collateral Manager | ||
By: |
/s/ David Martino |
|
Name: David Martino | ||
Title: Controller | ||
By: | ||
Name: | ||
Title: |
Halcyon Loan Advisors Funding 2015-1 LTD, as Lender | ||
By: Halcyon Loan Advisors Funding 2015-1 LLC as Collateral Manager | ||
By: |
/s/ David Martino |
|
Name: David Martino | ||
Title: Controller | ||
By: | ||
Name: | ||
Title: |
Halcyon Loan Advisors Funding 2015-2 LTD., as Lender | ||
By: |
/s/ David Martino |
|
Name: David Martino | ||
Title: Controller | ||
By: | ||
Name: | ||
Title: |
[Signature Page to Amendment]
Highmark Inc., as Lender | ||
By: SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager | ||
By: |
/s/ Dov Braun |
|
Name: Dov Braun | ||
Title: CFO | ||
By: | ||
Name: | ||
Title: |
Hull Street CLO, Ltd., as Lender | ||
By: |
/s/ Scott DOrsi |
|
Name: Scott DOrsi | ||
Title: Portfolio Manager | ||
By: | ||
Name: | ||
Title: |
Jackson Mill CLO Ltd., as Lender | ||
By: Shenkman Capital Management, Inc., as Portfolio Manager |
||
By: |
/s/ Dov Braun |
|
Name: Dov Braun | ||
Title: CFO | ||
By: | ||
Name: | ||
Title: |
Jefferson Mill CLO Ltd., as Lender | ||
By: Shenkman Capital Management, Inc., as Collateral Manager |
||
By: |
/s/ Dov Braun |
|
Name: Dov Braun | ||
Title: CFO | ||
By: | ||
Name: | ||
Title: |
[Signature Page to Amendment]
JFIN CLO 2013 LTD., as Lender | ||
By: Apex Credit Partners LLC, as Portfolio Manager | ||
By: |
/s/ Andrew Stern |
|
Name: Andrew Stern | ||
Title: Managing Director | ||
By: | ||
Name: | ||
Title: |
JFIN CLO 2014 LTD., as Lender | ||
By: Apex Credit Partners LLC, as Portfolio Manager | ||
By: |
/s/ Andrew Stern |
|
Name: Andrew Stern | ||
Title: Managing Director | ||
By: | ||
Name: | ||
Title: |
JFIN CLO 2014-II LTD., as Lender | ||
By: Apex Credit Partners LLC, as Portfolio Manager | ||
By: |
/s/ Andrew Stern |
|
Name: Andrew Stern | ||
Title: Managing Director | ||
By: | ||
Name: | ||
Title: |
JFIN CLO 2015 LTD., as Lender | ||
By: Apex Credit Partners LLC, as Portfolio Manager | ||
By: |
/s/ Andrew Stern |
|
Name: Andrew Stern | ||
Title: Managing Director | ||
By: | ||
Name: | ||
Title: |
[Signature Page to Amendment]
JPMORGAN CHASE BANK, N.A., as Lender |
||
By: |
/s/ Sean Chudzik, Asc. |
|
Name: Sean Chudzik, Asc. | ||
Title: Authorized Signatory |
Kentucky Retirement Systems (Shenkman - Insurance Fund Account), as Lender | ||
by SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager | ||
By: |
/s/ Dov Braun |
|
Name: Dov Braun | ||
Title: CFO | ||
By: | ||
Name: | ||
Title: |
Kentucky Retirement Systems (Shenkman - Pension | ||
Account), as Lender | ||
by SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager | ||
By: |
/s/ Dov Braun |
|
Name: Dov Braun | ||
Title: CFO | ||
By: | ||
Name: | ||
Title: |
Kentucky Teachers Retirement System Insurance Trust Fund, as Lender | ||
by SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager | ||
By: |
/s/ Dov Braun |
|
Name: Dov Braun | ||
Title: CFO | ||
By: | ||
Name: | ||
Title: |
[Signature Page to Amendment]
MARATHON CLO IX LTD., as Lender | ||
By: MARATHON ASSET MANAGEMENT, L.P. as Portfolio Manager | ||
By: |
/s/ Louis Hanover |
|
Name: Louis Hanover | ||
Title: Authorized Signatory | ||
By: | ||
Name: | ||
Title: |
Marathon CLO V Ltd., as Lender |
||
By: |
/s/ Louis Hanover |
|
Name: Louis Hanover |
||
Title: Authorized Signatory |
||
By: |
||
Name: |
||
Title: |
Midwest Operating Engineers Pension Trust Fund, as Lender | ||
As: Tortoise Credit Strategies, LLC as Investment Advisor on behalf of the Midwest Operating Engineers Pension Trust Fund, account number 17-06863/MDP10 MDP03 | ||
By: |
/s/ John Heitkemper |
|
Name: John Heitkemper | ||
Title: Portfolio Manager | ||
By: | ||
Name: | ||
Title: |
Monarch Grove CLO, Ltd. | ||
By: Tall Tree Investment Management, LLC as Collateral Manager |
||
as Lender | ||
By: |
/s/ Michael J. Starshak Jr. |
|
Name: Michael J. Starshak Jr. | ||
Title: Officer |
Evans Grove CLO, Ltd. | ||
By: Tall Tree Investment Management, LLC as Collateral Manager |
||
as Lender | ||
By: |
/s/ Michael J. Starshak Jr. |
|
Name: Michael J. Starshak Jr. | ||
Title: Officer |
[Signature Page to Amendment]
Lockwood Grove CLO, Ltd. | ||||
By: Tall Tree Investment Management, LLC as Collateral Manager |
||||
as Lender | ||||
By: |
/s/ Michael J. Starshak Jr. |
|||
Name: | Michael J. Starshak Jr. | |||
Title: | Officer |
THE NORTHERN TRUST COMPANY, as Lender | ||
By: |
/s/ John Lascody |
|
Name: John Lascody | ||
Title: Vice President |
Ocean Trails CLO IV, as Lender | ||
By: Five Arrows Managers North America LLC as Asset Manager |
||
By: |
/s/ Cheryl A. Wasilewski |
|
Name: Cheryl A. Wasilewski | ||
Title: Director | ||
By: | ||
Name: | ||
Title: |
Ocean Trails CLO V, as Lender | ||
By: Five Arrows Managers North America LLC as Asset Manager |
||
By: |
/s/ Cheryl A. Wasilewski |
|
Name: Cheryl A. Wasilewski | ||
Title: Director | ||
By: | ||
Name: | ||
Title: |
Ocean Trails CLO VI, as Lender | ||
By: Five Arrows Managers North America LLC as Asset Manager |
||
By: |
/s/ Cheryl A. Wasilewski |
|
Name: Cheryl A. Wasilewski | ||
Title: Director | ||
By: | ||
Name: | ||
Title: |
[Signature Page to Amendment]
OZLM FUNDING III, LTD., as Lender | ||
By: Och-Ziff Loan Management LP, its portfolio manager |
||
By: Och-Ziff Loan Management LLC, its general partner |
||
By: |
/s/ Wayne Cohen |
|
Name: Wayne Cohen | ||
Title: President and Chief Operating Officer | ||
By: | ||
Name: | ||
Title: |
OZLM FUNDING IV, LTD., as Lender | ||
By: Och-Ziff Loan Management LP, its portfolio manager |
||
By: Och-Ziff Loan Management LLC, its general partner |
||
By: |
/s/ Wayne Cohen |
|
Name: Wayne Cohen | ||
Title: President and Chief Operating Officer | ||
By: | ||
Name: | ||
Title: |
OZLM IX, LTD., as Lender | ||
By: Och-Ziff Loan Management LP, its collateral manager |
||
By: Och-Ziff Loan Management LLC, its general partner |
||
By: |
/s/ Wayne Cohen |
|
Name: Wayne Cohen | ||
Title: President and Chief Operating Officer | ||
By: | ||
Name: | ||
Title: |
OZLM VI, LTD., as Lender | ||
By: Och-Ziff Loan Management LP, its asset manager |
||
By: Och-Ziff Loan Management LLC, its general partner |
||
By: |
/s/ Wayne Cohen |
|
Name: Wayne Cohen | ||
Title: President and Chief Operating Officer | ||
By: | ||
Name: | ||
Title: |
[Signature Page to Amendment]
OZLM VII, LTD., as Lender | ||
By: Och-Ziff Loan Management LP, its collateral manager |
||
By: Och-Ziff Loan Management LLC, its general partner |
||
By: |
/s/ Wayne Cohen |
|
Name: Wayne Cohen | ||
Title: President and Chief Operating Officer | ||
By: | ||
Name: | ||
Title: |
OZLM VIII, LTD., as Lender | ||
By: Och-Ziff Loan Management LP, its collateral manager |
||
By: Och-Ziff Loan Management LLC, its general partner |
||
By: |
/s/ Wayne Cohen |
|
Name: Wayne Cohen | ||
Title: President and Chief Operating Officer | ||
By: | ||
Name: | ||
Title: |
OZLM XI, LTD., as Lender | ||
By: Och-Ziff Loan Management LP, its collateral manager |
||
By: Och-Ziff Loan Management LLC, its general partner |
||
By: |
/s/ Wayne Cohen |
|
Name: Wayne Cohen | ||
Title: President and Chief Operating Officer | ||
By: | ||
Name: | ||
Title: |
OZLM XII, LTD., as Lender | ||
By: Och-Ziff Loan Management LP, its collateral manager |
||
By: Och-Ziff Loan Management LLC, its general partner |
||
By: |
/s/ Wayne Cohen |
|
Name: Wayne Cohen | ||
Title: President and Chief Operating Officer | ||
By: | ||
Name: | ||
Title: |
[Signature Page to Amendment]
OZLM XIV, LTD., as Lender | ||
By: Och-Ziff Loan Management LP, its collateral manager |
||
By: Och-Ziff Loan Management LLC, its general partner |
||
By: |
/s/ Wayne Cohen |
|
Name: Wayne Cohen | ||
Title: President and Chief Operating Officer | ||
By: | ||
Name: | ||
Title: |
OZLM XXII, Ltd., as Lender | ||
By: OZ CLO Management LLC, its collateral manager |
||
By: |
/s/ Wayne Cohen |
|
Name: Wayne Cohen | ||
Title: President and Chief Operating Officer | ||
By: | ||
Name: | ||
Title: |
PIMCO Cayman Bank Loan Libor Plus Fund JPY Hedge A | ||
Series Trust of Multi Manager Global Investment Trust, as Lender | ||
By: Pacific Investment Management Company LLC, as its Investment Advisor |
||
By: |
/s/ Arthur Y.D. Ong |
|
Name: Arthur Y.D. Ong | ||
Title: Executive Vice President | ||
By: | ||
Name: | ||
Title: |
PIMCO Cayman Bank Loan LIBOR Plus Fund JPY Hedge | ||
Series 2 A Series Trust of Multi Manager Global Investment Trust, as Lender | ||
By: Pacific Investment Management Company LLC, as its Investment Advisor |
||
By: |
/s/ Arthur Y.D. Ong |
|
Name: Arthur Y.D. Ong | ||
Title: Executive Vice President | ||
By: | ||
Name: | ||
Title: |
[Signature Page to Amendment]
PIMCO Cayman Loan LIBOR Plus Fund JPY Hedge Series 3: A Series Trust of Multi Manager Global Investment Trust, as Lender | ||
By: Pacific Investment Management Company LLC, as its Investment Advisor |
||
By: |
/s/ Arthur Y.D. Ong |
|
Name: Arthur Y.D. Ong | ||
Title: Executive Vice President | ||
By: | ||
Name: | ||
Title: |
Pioneer Floating Rate Fund, as Lender | ||
By: Amundi Pioneer Asset Management, Inc. | ||
By: |
/s/ Margaret C. Begley |
|
Name: Margaret C. Begley | ||
Title: Secretary and Associate General Counsel | ||
By: | ||
Name: | ||
Title: |
Pioneer Investments Diversified Loans Fund, as Lender | ||
By: Amundi Pioneer Asset Management, Inc. | ||
By: |
/s/ Margaret C. Begley |
|
Name: Margaret C. Begley | ||
Title: Secretary and Associate General Counsel | ||
By: | ||
Name: | ||
Title: |
PT BANK NEGARA INDONESIA (PERSERO) TBK NEW YORK AGENCY, as Lender | ||
By: |
/s/ Jerry Phillips |
|
Name: Jerry Phillips | ||
Title: Relationship Manager | ||
By: |
/s/ Oswald Tambunan |
|
Name: Oswald Tambunan | ||
Title: General Manager |
RAYMOND JAMES BANK, N.A., as Lender |
||
By: |
/s/ Jason Williams |
|
Name: Jason Williams |
||
Title: Vice President |
[Signature Page to Amendment]
Regatta III Funding Ltd, as Lender | ||
By: Napier Park Global Capital (US) LP | ||
Attorney-in-fact | ||
By: |
/s/ Melanie Hanlon |
|
Name: Melanie Hanlon | ||
Title: Managing Director | ||
By: | ||
Name: | ||
Title: |
Regatta IV Funding Ltd, as Lender | ||
By: Napier Park Global Capital (US) LP | ||
Attorney-in-fact | ||
By: |
/s/ Melanie Hanlon |
|
Name: Melanie Hanlon | ||
Title: Managing Director | ||
By: | ||
Name: | ||
Title: |
Regatta V Funding Ltd, as Lender | ||
By: Napier Park Global Capital (US) LP | ||
Attorney-in-fact | ||
By: |
/s/ Melanie Hanlon |
|
Name: Melanie Hanlon | ||
Title: Managing Director | ||
By: | ||
Name: | ||
Title: |
STATE STREET BANK AND TRUST COMPANY, as Lender | ||
By: |
/s/ Michael G. Berrian |
|
Name: Michael G. Berrian |
||
Title: Vice President |
STOCK YARDS BANK & TRUST COMPANY as Lender | ||
By: |
/s/ Joe Morrison |
|
Name: Joe Morrison | ||
Title: Vice President |
[Signature Page to Amendment]
Swiss Capital Alternative Strategies Funds SPC: SC | ||
Alternative Strategy 12 SP, as Lender | ||
By: |
/s/ David Martino |
|
Name: David Martino | ||
Title: Controller | ||
By: | ||
Name: | ||
Title: |
TD BANK, N.A. | ||
By |
/s/ M. Bernadette Collins |
|
Name: M. Bernadette Collins | ||
Title: Senior Vice President |
Teachers Retirement System of the State of Kentucky, as Lender | ||||
by SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager | ||||
By: |
/s/ Dov Braun |
|||
Name: | Dov Braun | |||
Title: | CFO | |||
By: | ||||
Name: | ||||
Title: |
MUFG BANK, LTD. (formerly known as: THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.), as Joint Lead Arranger, Joint Bookrunner and Co-Syndication Agent | ||||
By: |
/s/ Thomas J. Sterr |
|||
Name: | Thomas J. Sterr | |||
Title: | Authorized Signatory |
THL Credit Wind River 2014-1 CLO Ltd., as Lender | ||||
By THL Credit Advisors LLC, as | ||||
Investment Manager | ||||
By: |
/s/ James R. Fellows |
|||
Name: | James R. Fellows | |||
Title: | Managing Director/Co-Head | |||
By: | ||||
Name: | ||||
Title: |
[Signature Page to Amendment]
THL Credit Wind River 2014-2 CLO Ltd., as Lender | ||||
BY: THL Credit Senior Loan Strategies LLC, as Manager | ||||
By: |
/s/ James R. Fellows |
|||
Name: | James R. Fellows | |||
Title: | Managing Director/Co-Head | |||
By: | ||||
Name: | ||||
Title: |
TRALEE CLO III, LTD., as Lender | ||||
By: Par-Four Investment Management, LLC | ||||
As Collateral Manager | ||||
By: |
/s/ Dennis Gorczyca |
|||
Name: | Dennis Gorczyca | |||
Title: | Managing Director | |||
By: | ||||
Name: | ||||
Title: |
UNITED BANK as Lender | ||
By: |
/s/ Tom Wolcott |
|
Name: Tom Wolcott | ||
Title: SVP Corporate Banking |
Venture X CLO, Limited, as Lender | ||||
By its Collateral Manager, MJX | ||||
Venture Management LLC | ||||
By: |
/s/ Lewis I. Brown |
|||
Name: | Lewis I. Brown | |||
Title: | Managing Director / Head of Trading | |||
By: | ||||
Name: | ||||
Title: |
VENTURE XII CLO, Limited, as Lender | ||||
BY: its investment advisor | ||||
MJX Venture Management LLC | ||||
By: |
/s/ Lewis I. Brown |
|||
Name: | Lewis I. Brown | |||
Title: | Managing Director / Head of Trading | |||
By: | ||||
Name: | ||||
Title: |
[Signature Page to Amendment]
VENTURE XIV CLO, Limited, as Lender | ||||
By: its investment advisor | ||||
MJX Venture Management LLC | ||||
By: |
/s/ Lewis I. Brown |
|||
Name: | Lewis I. Brown | |||
Title: | Managing Director / Head of Trading | |||
By: | ||||
Name: | ||||
Title: |
VENTURE XIX CLO, Limited, as Lender | ||||
By: its investment advisor | ||||
MJX Asset Management LLC | ||||
By: |
/s/ Lewis I. Brown |
|||
Name: | Lewis I. Brown | |||
Title: | Managing Director / Head of Trading | |||
By: | ||||
Name: | ||||
Title: |
VENTURE XV CLO, Limited, as Lender | ||
By: its investment advisor | ||
MJX Asset Management LLC | ||
By: |
/s/ Lewis I. Brown |
|
Name: Lewis I. Brown | ||
Title: Managing Director / Head of Trading | ||
By: | ||
Name: | ||
Title: |
VENTURE XVI CLO, Limited, as Lender | ||
By: its investment advisor | ||
MJX Venture Management II LLC | ||
By: |
/s/ Lewis I. Brown |
|
Name: Lewis I. Brown | ||
Title: Managing Director / Head of Trading | ||
By: | ||
Name: | ||
Title: |
[Signature Page to Amendment]
Venture XVII CLO Limited, as Lender | ||
BY: its investment advisor, MJX Asset Management, LLC | ||
By: |
/s/ Lewis I. Brown |
|
Name: Lewis I. Brown | ||
Title: Managing Director / Head of Trading | ||
By: | ||
Name: | ||
Title: |
Venture XVIII CLO, Limited, as Lender | ||
By: its investment advisor | ||
MJX Venture Management II LLC | ||
By: |
/s/ Lewis I. Brown |
|
Name: Lewis I. Brown | ||
Title: Managing Director / Head of Trading | ||
By: | ||
Name: | ||
Title: |
VENTURE XX CLO, Limited, as Lender | ||
By: its investment advisor | ||
MJX Venture Management LLC | ||
By: |
/s/ Lewis I. Brown |
|
Name: Lewis I. Brown | ||
Title: Managing Director / Head of Trading | ||
By: | ||
Name: | ||
Title: |
Venture XXI CLO, Limited, as Lender | ||
By: its investment advisor | ||
MJX Venture Management LLC | ||
By: |
/s/ Lewis I. Brown |
|
Name: Lewis I. Brown | ||
Title: Managing Director / Head of Trading | ||
By: | ||
Name: | ||
Title: |
[Signature Page to Amendment]
Venture XXIV CLO, Limited, as Lender | ||
By: its investment advisor | ||
MJX Asset Management LLC | ||
By: |
/s/ Lewis I. Brown |
|
Name: Lewis I. Brown | ||
Title: Managing Director / Head of Trading | ||
By: | ||
Name: | ||
Title: |
Venture XXV CLO Limited, as Lender | ||
By its Investment Advisor, MJX Asset Management LLC | ||
By: |
/s/ Lewis Brown |
|
Name: Lewis Brown | ||
Title: Managing Director / Head of Trading | ||
By: | ||
Name: | ||
Title: |
Venture XXVIII CLO, Limited, as Lender | ||
By: its investment advisor | ||
MJX Venture Management II LLC | ||
By: |
/s/ Lewis Brown |
|
Name: Lewis Brown | ||
Title: Managing Director / Head of Trading | ||
By: | ||
Name: | ||
Title: |
Wellfleet CLO 2015-1, Ltd., as Lender | ||
By: |
/s/ Dennis Talley |
|
Name: Dennis Talley | ||
Title: Portfolio Manager | ||
By: | ||
Name: | ||
Title: |
[Signature Page to Amendment]
Exhibit 99.1
Energizer Holdings, Inc. Announces Pricing of $500 Million of Senior Notes and 650 Million of Senior Notes
ST. LOUIS, June 21, 2018 /PRNewswire/ Energizer Holdings, Inc. (NYSE: ENR) (Energizer) today announced the pricing of the offerings of $500 million of 6.375% senior notes due 2026 by its wholly-owned subsidiary, Energizer Gamma Acquisition, Inc. (the USD Issuer) and 650 million of 4.625% senior notes due 2026 by its indirect wholly-owned subsidiary, Energizer Gamma Acquisition B.V. (the EUR Issuer and together with the USD Issuer, the Issuers). The notes priced at 100% of the principal amount thereof.
Energizer intends to use the net proceeds from the offerings, together with borrowings under expected new credit facilities, to fund the previously announced acquisition of the global battery and portable lighting business of Spectrum Brands Holdings, Inc. (the Acquisition), to repay the debt outstanding under its existing credit agreement, and to pay related fees, costs and expenses.
The closing of the offerings, which is expected to occur on or about July 6, 2018, subject to customary closing conditions, is not conditioned on the closing of the Acquisition. If the Acquisition is not consummated substantially concurrently with the offerings, the Issuers will issue the notes and deposit the net proceeds of the notes into escrow accounts. If the escrow conditions (which include conditions relating to the consummation of the acquisition) are not satisfied on or prior to July 15, 2019 or Energizers board of directors determines that any of the applicable escrow conditions will not be satisfied by that date, or if the acquisition agreement has been terminated in accordance with its terms, the notes will be redeemed at a price equal to 100% of their principal amount, plus accrued and unpaid interest to, but excluding, the date of redemption. Upon consummation of the Acquisition, the USD Issuer will merge with and into Energizer, with Energizer continuing as the surviving corporation, and Energizer will assume all of the USD Issuers obligations under the USD-denominated notes. Additionally, at such time, all notes will be jointly and severally guaranteed on an unsecured basis by Energizers domestic restricted subsidiaries that guarantee indebtedness of Energizer under expected new credit facilities and the EUR-denominated notes will also be guaranteed by Energizer.
The notes are being offered for sale to qualified institutional buyers in offerings exempt from registration pursuant to Rule 144A under the Securities Act of 1933, as amended (the Securities Act), and to persons outside the United States in compliance with Regulation S under the Securities Act.
The notes have not been registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.
Cautionary Statement on Forward-Looking Language
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact should be considered to be forward-looking statements, including statements about each Issuers planned offer and sale of senior notes. The offerings are subject to market and other conditions and there can be no assurance as to whether or when the offerings will be completed. Any such forward-looking statements are made based on information currently known and are subject to various risks and uncertainties, including those contained in Energizers filings with the Securities and Exchange Commission, including its annual report on Form 10-K for the year ended September 30, 2017 and its quarterly reports on Form 10-Q for the quarters ended December 31, 2017 and March 31, 2018. Energizer does not assume any obligation to update or revise any forward-looking statements to reflect new events or circumstances.
About Energizer Holdings, Inc.
Energizer Holdings, Inc. (NYSE: ENR), headquartered in St. Louis, MO, is one of the worlds largest manufacturers of primary batteries and portable lighting products and is anchored by its two globally recognized brands Energizer ® and Eveready ® . Energizer is also a leading designer and marketer of automotive fragrance and appearance products from recognized brands such as Refresh Your Car! ® , California Scents ® , Driven ® , Bahama & Co. ® , LEXOL ® and Eagle One ® . As a global branded distributor of consumer products, our mission is to lead the charge to deliver value to our customers and consumers better than anyone else.