ENERGIZER HOLDINGS, INC. (Form: 8-K, Received: 01/02/2019 16:33:50)

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): January 2, 2019

LOGO

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)

Registrant’s 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 January 2, 2019, pursuant to the escrow arrangements previously reported in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 9, 2018, the net proceeds of $1,252.0 million (the “Note Proceeds”) from the issuance and sale of $500.0 million aggregate principal amount of 6.375% Senior Notes due 2026 (the “US Notes”) by Energizer Gamma Acquisition, Inc. (“EGAI”), a wholly-owned subsidiary of Energizer Holdings, Inc., a Missouri corporation (the “Company”), and the €650.0 million aggregate principal amount of 4.625% Senior Notes due 2026 (the “EUR Notes”) by Energizer Gamma Acquisition B.V., a wholly-owned indirect subsidiary of the Company, together with accumulated interest, were released from escrow.

Also on January 2, 2019, pursuant to the escrow arrangements previously reported in the Company’s Current Report on Form 8-K filed with the SEC on December 17, 2018, the net proceeds of $1,205.4 million (“Term Loan Proceeds” and, together with the Note Proceeds, the “Debt Proceeds”) from the borrowings under the term loan facilities under the credit agreement entered into by EGAI (the “New Credit Agreement”) were released from escrow.

Approximately $1,956.2 million of the Debt Proceeds were used to pay the purchase price of the acquisition of the GBL Business (as defined below) and approximately $648.9 million of the Debt Proceeds were used to repay in full the debt outstanding under the Company’s credit agreement dated as of June 30, 2015, as amended, with the lenders parties thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Existing Agreement”), as a result of which such Existing Agreement was terminated.

Also on January 2, 2019, in connection with the completion of the Acquisition, EGAI merged with and into the Company, with the Company as the surviving corporation. As a result of the merger, the Company became the borrower under the New Credit Agreement and the obligor under the US Notes. In addition, the Company became a guarantor of the EUR Notes and each of the domestic restricted subsidiaries of the Company that is a borrower or guarantor under the New Credit Agreement became guarantors of the US Notes and the EUR Notes pursuant to supplemental indentures.

The foregoing description of certain agreements and the transactions contemplated thereby is not complete and is subject to, and qualified in its entirety by reference to, such agreements, copies of which are filed with this Current Report on Form 8-K as exhibits and incorporated by reference herein.

Item 1.02

Termination of a Material Contract.

The information set forth in Item 1.01 above is incorporated herein by reference. A brief description of the material terms of the Existing Agreement is contained in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2018, which description is incorporated herein by reference.

Item 2.01

Completion of Acquisition or Disposition of Assets.

As previously reported in a Current Report filed on Form 8-K with the SEC on November 15, 2018, the Company entered into an Amended and Restated Acquisition Agreement (the “GBL Amended Agreement”) with Spectrum Brands Holdings, Inc., a Delaware corporation (“Spectrum”) on November 15, 2018.

On January 2, 2019, pursuant to the terms and conditions of the GBL Amended Agreement, the Company completed its previously announced acquisition of the global battery, lighting and portable power business (the “GBL Business”) from Spectrum for approximately $2.0 billion US dollars.

The foregoing description of the GBL Amended Agreement does not purport to be complete and is qualified in its entirety by reference to the GBL Amended Agreement filed on the Current Report on Form 8-K filed by the Company on November 15, 2018, which agreement is incorporated herein by reference in its entirety.

The exhibits filed herewith have been attached to provide investors with information regarding their terms. They are not intended to provide any other factual information about the Company, Spectrum or the GBL Business. In particular, the assertions embodied in the representations and warranties in the GBL Amended Agreement were made as of a specified date, are modified or qualified by information in a confidential disclosure letter prepared in connection with the execution and delivery of the GBL Amended Agreement, may be subject to a contractual standard of materiality different from what might be viewed as material to shareholders, or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations and warranties in the GBL Amended Agreement are not necessarily characterizations of the actual state of facts about the Company, Spectrum, or the GBL Business at the time they were made or otherwise and should only be read in conjunction with the other information that the Company makes publicly available in reports, statements and other documents filed with the SEC.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above is incorporated herein by reference.

Item 7.01

Regulation FD Disclosure

A press release related to the matters described in Item 2.01 of this Current Report on Form 8-K is included in Exhibit 99.1. The information furnished pursuant to this Item 7.01, including exhibit 99.1, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such act, nor shall such information or exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.

Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment to this Form 8-K no later than 71 days after the date this initial report on Form 8-K must be filed.

(b) Pro Forma Financial Information.

The pro forma financial statements required by Item 9.01(b) of Form 8-K will be filed by amendment to this Form 8-K no later than 71 days after the date this initial report on Form 8-K must be filed.

(d) Exhibits.

The following exhibits are attached hereto:


Exhibit Number		Description of Exhibit

2.1		Amended and Restated Acquisition Agreement, dated as of November 15, 2018, by and between Energizer Holdings, Inc. and Spectrum Brands Holdings, Inc. (Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the SEC a copy of any omitted schedule upon request.) (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed November 15, 2018).

4.1		Indenture, dated July 6, 2018, by and among Energizer Holdings, Inc, as successor by merger to Energizer Gamma Acquisition, Inc., the Guarantors party thereto from time to time and The Bank Of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed July 9, 2018).

4.2		Supplemental Indenture dated January 2, 2018, by and among Energizer Holdings, Inc, as successor by merger to Energizer Gamma Acquisition, Inc., the Guarantors party thereto from time to time and The Bank Of New York Mellon Trust Company, N.A., as Trustee

4.3		Form of 6.375% Senior Notes due 2026 (included in Exhibit 4.1) (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed July 9, 2018).

4.4		Indenture, dated July 6, 2018, by and among Energizer Gamma Acquisition B.V., the Guarantors party thereto from time to time and The Bank Of New York Mellon Trust Company, N.A., as Trustee and Registrar, the Bank of New York Mellon, London Branch, as Paying Agent (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed July 9, 2018).

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: January 2, 2019

Exhibit 4.2

SUPPLEMENTAL INDENTURE

dated as of January 2, 2019,

among

ENERGIZER HOLDINGS, INC.

The Guarantors Party Hereto

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as Trustee

6.375% Senior Notes due 2026

SUPPLEMENTAL INDENTURE

RELATED TO THE ASSUMPTION AND GUARANTEES

SUPPLEMENTAL INDENTURE (this “ Supplemental Indenture ”) dated as of January 2, 2019, among ENERGIZER HOLDINGS, INC., a Missouri corporation (the “ Company ”), the guarantors party hereto (the “ New Guarantors ”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the “ Trustee ”).

Section 1. Capitalized terms used herein and not otherwise defined herein are used as defined in the indenture entered into by and between Energizer Gamma Acquisition, Inc. (the “ Escrow Issuer ”), the Guarantors party thereto from time to time and the Trustee, dated as of July 6, 2018 (the “ Indenture ”).

Section 2. The Company, by its execution of this Supplemental Indenture, agrees to (i) become a party to the Indenture as the “Issuer” and (ii) unconditionally assume all of the obligations of the Escrow Issuer under the Notes and the Indenture on the terms and subject to the conditions set forth in the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes as the Issuer and to perform all of the obligations and agreements of the Issuer under the Indenture.

Section 3. Each New Guarantor, by its execution of this Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article 10 thereof.

Section 4. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York, but without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby.

Section 5. This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument. Delivery of an executed signature page by facsimile or electronic transmission (e.g. “pdf” or “tif”), or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law, e.g., www.docusign.com , shall be effective as delivery of a manually executed counterpart hereof.

Section 6 This Supplemental Indenture is an amendment supplemental to the Indenture, and the Indenture and this Supplemental Indenture will henceforth be read together.

Section 7. The Indenture is in all respects ratified and confirmed and this Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

Section 8. The recitals and statements herein are deemed to be those of the Company and the New Guarantors and not the Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or the Guarantees provided by the Guarantors party to this Supplemental Indenture.

Section 9. All notices or other communications to the Issuer and the Guarantors shall be given as provided in Section 12.02 of the Indenture.

[ Remainder of page intentionally left blank. ]

IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed as of the date first written above.


ENERGIZER HOLDINGS, INC., as Company

By:		/s/ Timothy W. Gorman
Name:		Timothy W. Gorman
Title:		Executive Vice President, Chief Financial Officer, and Principal Accounting Officer

ENERGIZER, LLC ENERGIZER MANUFACTURING, INC. ENERGIZER BRANDS, LLC ENERGIZER INTERNATIONAL, INC. ENERGIZER INVESTMENT COMPANY ENERGIZER BRANDS II HOLDING, LLC ASSOCIATED PRODUCTS, LLC AMERICAN COVERS, LLC CALIFORNIA SCENTS, LLC each as a New Guarantor

By:		/s/ Timothy W. Gorman
Name:		Timothy W. Gorman
Title:		Executive Vice President, Chief Financial Officer, and Principal Accounting Officer

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., not in its individual capacity, but solely as Trustee

By:		/s/ Karen Yu
Name:		Karen Yu
Title:		Vice President

[Signature Page to Supplemental Indenture (USD)]

Exhibit 4.5

SUPPLEMENTAL INDENTURE

dated as of January 2, 2019,

among

ENERGIZER GAMMA ACQUISITION B.V.

The Guarantors Party Hereto

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as Trustee

4.625% Senior Notes due 2026

THIS SUPPLEMENTAL INDENTURE (this “ Supplemental Indenture ”), entered into as of January 2, 2019, among ENERGIZER GAMMA ACQUISITION B.V., a private company with limited liability ( besloten vennootschap met beperkte aansprakelijkheid ) incorporated under the laws of The Netherlands (the “ Issuer ”), ENERGIZER HOLDINGS, INC., a Missouri corporation, ENERGIZER, LLC, a Delaware limited liability company, ENERGIZER MANUFACTURING, INC. a Delaware corporation, ENERGIZER BRANDS, LLC, a Delaware limited liability company, ENERGIZER INTERNATIONAL, INC., a Delaware corporation, ENERGIZER INVESTMENT COMPANY, Delaware corporation, ENERGIZER BRANDS II HOLDINGS, LLC, a Delaware limited liability company, ASSOCIATED PRODUCTS, LLC, a Delaware limited liability company, AMERICAN COVERS, LLC, a Utah limited liability company, CALIFORNIA SCENTS, LLC, a California limited liability company (each an “ Undersigned ”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the “ Trustee ”).

RECITALS

WHEREAS, the Issuer, the Guarantors party thereto and the Trustee entered into an Indenture, dated as of July 6, 2018 (the “ Indenture ”), relating to the Issuer’s 4.625% Senior Notes due 2026 (the “ Notes ”);

WHEREAS, as a condition to the Trustee entering into the Indenture and the purchase of the Notes by the Holders, the Issuer agreed pursuant to the Indenture to cause any Domestic Restricted Subsidiary of the Company that is required to provide a guarantee or is a borrower under the New Credit Agreement to provide a Note Guaranty.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby agree as follows:

Section 1. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.

Section 2. Each Undersigned, by its execution of this Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article 10 thereof.

Section 3. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York, but without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby.

Section 4. This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument. Delivery of an executed signature page by facsimile or electronic transmission (e.g. “pdf” or “tif”), or

any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law, e.g., www.docusign.com , shall be effective as delivery of a manually executed counterpart hereof.

Section 5. This Supplemental Indenture is an amendment supplemental to the Indenture, and the Indenture and this Supplemental Indenture will henceforth be read together.

Section 6. The recitals and statements herein are deemed to be those of the Issuer and the Undersigned and not the Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or the Guarantees provided by the Guarantors party to this Supplemental Indenture.

Section 7. The parties hereto (i) agrees that any suit, action or proceeding against it arising out of or relating to the Supplemental Indenture may be instituted in any U.S. federal or New York state court sitting in the Borough of Manhattan, New York City, New York, (ii) irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding, (iii) waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding, any claim that any suit, action or proceeding in such a court has been brought in an inconvenient forum and any right to the jurisdiction of any other courts to which it may be entitled on account of place of residence or domicile, and (iv) agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding and may be enforced in the courts of the jurisdiction of which it is subject by a suit upon judgment.

Section 8. All notices or other communications to the Issuer and the Guarantors shall be given as provided in Section 12.02 of the Indenture.

[ Remainder of page intentionally left blank. ]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.


ENERGIZER GAMMA ACQUISITION B.V., as Issuer

By:		/s/ Timothy W. Gorman
Name:		Timothy W. Gorman
Title:		Authorized Person

ENERGIZER HOLDINGS, INC. ENERGIZER, LLC ENERGIZER MANUFACTURING, INC. ENERGIZER BRANDS, LLC ENERGIZER INTERNATIONAL, INC. ENERGIZER INVESTMENT COMPANY ENERGIZER BRANDS II HOLDING, LLC ASSOCIATED PRODUCTS, LLC AMERICAN COVERS, LLC CALIFORNIA SCENTS, LLC each as a Guarantor

By:		/s/ Timothy W. Gorman
Name:		Timothy W. Gorman
Title:		Executie Vice President, Chief Financial Officer, and Principal Accounting Officer

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

By:		/s/ R. Tarnas
Name:		R. Tarnas
Title:		Vice President

[Signature Page to Supplemental Indenture (EUR)]

Exhibit 99.1

LOGO

Energizer Holdings, Inc.

533 Maryville University Dr.

St. Louis, MO 63141


January 2, 2019
FOR IMMEDIATE RELEASE

				Company Contact
				Jacqueline E. Burwitz
				Vice President,
				Investor Relations
				314-985-2169

ENERGIZER HOLDINGS, INC. ANNOUNCES THE CLOSING OF THE SPECTRUM BRANDS’ BATTERY AND PORTABLE LIGHTING BUSINESS ACQUISITION

ST. LOUIS, January 2, 2019. – Energizer Holdings, Inc. (NYSE: ENR) announced the closing of its acquisition of Spectrum Brands’ Battery and Portable Lighting Business for the purchase price of $2.0 billion in cash, subject to certain adjustments.

About Energizer Holdings, Inc.

Energizer Holdings, Inc. (NYSE: ENR), headquartered in St. Louis, MO, is one of the world’s 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 ^® , Eagle One ^® and Nu Finish ^® . 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. Visit www.energizerholdings.com for more details.

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4.5		Supplemental Indenture dated January 2, 2019 by and between Energizer Gamma Acquisition B.V., the Guarantors party thereto from time to time and The Bank Of New York Mellon Trust Company, N.A., as Trustee and Registrar, the Bank of New York Mellon, London Branch, as Paying Agent.

4.6		Form of 4.625% Senior Notes due 2026 (included in Exhibit 4.3) (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed July 9, 2018).

10.1		Credit Agreement dated December 17, 2018 by and among Energizer Holdings, Inc. (as successor by merger to Energizer Gamma Acquisition, Inc.), each lender from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 17, 2018).

99.1		Press release dated January 2, 2019