UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
FORM 10-Q
_______________________________
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2018
Or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                         to
Commission File Number: 001-36837
____________________________________________________________________________________________________________
ENRLOGOA04.JPG
ENERGIZER HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Missouri
36-4802442
(State or other jurisdiction of
(I. R. S. Employer
incorporation or organization)
Identification No.)
 
533 Maryville University Drive
 
St. Louis, Missouri
63141
(Address of principal executive offices)
(Zip Code)
 
 
(314) 985-2000
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
x
 
Accelerated filer
o
 
 
 
 
 
Non-accelerated filer
o
 
Smaller reporting company
o
 
 
 
 
 
(Do not check if smaller reporting company)   
Emerging growth company
o
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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o No x
Indicate the number of shares of Energizer Holdings, Inc. common stock, $.01 par value, outstanding as of the close of business on April 30, 2018 : 59,686,083 .

1


INDEX
 
Page
PART I — FINANCIAL INFORMATION
 
 
 
Item 1. Financial Statements (Unaudited)
 
 
 
Consolidated Statements of Earnings and Comprehensive Income (Condensed) for the Quarter and Six Months Ended March 31, 2018 and 2017
 
 
Consolidated Balance Sheets (Condensed) as of March 31, 2018 and September 30, 2017
 
 
Consolidated Statements of Cash Flows (Condensed) for the Six Months Ended March 31, 2018 and 2017
              
 
Notes to Consolidated (Condensed) Financial Statements
 
 
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
 
Item 3. Quantitative and Qualitative Disclosures About Market Risk
 
 
Item 4. Controls and Procedures
 
 
PART II — OTHER INFORMATION
 
 
 
Item 1. Legal Proceedings
 
 
Item 1A. Risk Factors
 
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 
 
Item 6. Exhibits
 
 
SIGNATURES
 
 
EXHIBIT INDEX






2



ENERGIZER HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME
(Condensed)
(In millions, except per share data - Unaudited)  
 
For the Quarter Ended March 31,
 
For the Six Months Ended March 31,
 
2018
 
2017
 
2018
 
2017
Net sales
$
374.4

 
$
359.0

 
$
947.7

 
$
918.6

Cost of products sold
205.9

 
191.1

 
500.9

 
479.1

Gross profit
168.5

 
167.9

 
446.8

 
439.5

 
 
 
 
 
 
 
 
Selling, general and administrative expense
104.2

 
92.7

 
203.4

 
177.1

Advertising and sales promotion expense
20.9

 
16.6

 
58.2

 
50.9

Research and development expense
5.4

 
5.1

 
10.7

 
10.9

Amortization of intangible assets
2.8

 
3.0

 
5.6

 
5.6

Spin restructuring

 
(2.5
)
 

 
(3.8
)
Gain on sale of real estate

 
(15.2
)
 

 
(15.2
)
Interest expense
16.5

 
13.1

 
29.9

 
26.4

Other items, net
0.9

 
(4.2
)
 
2.2

 
(5.8
)
Earnings before income taxes
17.8

 
59.3

 
136.8

 
193.4

Income tax provision
10.0

 
12.4

 
68.6

 
50.9

Net earnings
$
7.8

 
$
46.9

 
$
68.2

 
$
142.5

 
 
 
 
 
 
 
 
Basic net earnings per share
$
0.13

 
$
0.76

 
$
1.14

 
$
2.31

Diluted net earnings per share
$
0.13

 
$
0.75

 
$
1.11

 
$
2.27

 
 
 
 
 
 
 
 
Weighted average shares of common stock - Basic
59.7

 
61.8

 
60.0

 
61.8

Weighted average shares of common stock - Diluted
61.1

 
62.8

 
61.3

 
62.9

 
 
 
 
 
 
 
 
Dividends per common share
$
0.29

 
$
0.275

 
$
0.58

 
$
0.55

 
 
 
 
 
 
 
 
Statements of Comprehensive Income:
 
 
 
 
 
 
 
Net earnings
$
7.8

 
$
46.9

 
$
68.2

 
$
142.5

Other comprehensive income/(loss), net of tax expense/(benefit)
 
 
 
 
 
 
 
Foreign currency translation adjustments
9.3

 
15.5

 
16.6

 
(16.4
)
Pension activity, net of tax of $0.3 and $0.8, for the quarter and six months ended March 31, 2018, respectively, and $0.7 and $1.3 for the quarter and six months ended March 31, 2017, respectively.
0.6

 
0.6

 
1.8

 
4.4

Deferred gain/(loss) on hedging activity, net of tax of $1.5 and $2.6 for the quarter and six months ended March 31, 2018, respectively, and ($0.6) and $3.1 for the quarter and six months ended March 31, 2017, respectively.
3.8

 
(2.1
)
 
6.3

 
6.1

Total comprehensive income
$
21.5

 
$
60.9

 
$
92.9

 
$
136.6


The above financial statements should be read in conjunction with the Notes To Consolidated (Condensed) Financial Statements (Unaudited).


3


ENERGIZER HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(Condensed)
(In millions - Unaudited)
 
Assets
March 31,
2018
 
September 30,
2017
Current assets
 
 
 
Cash and cash equivalents
$
490.3

 
$
378.0

Trade receivables, less allowance for doubtful accounts of $6.9 and $5.8, respectively
164.6

 
230.2

Inventories
292.6

 
317.1

Other current assets
100.3

 
94.9

Total current assets
1,047.8

 
1,020.2

Property, plant and equipment, net
171.7

 
176.5

Goodwill
230.8

 
230.0

Other intangible assets, net
217.9

 
223.8

Deferred tax asset
33.4

 
47.7

Other assets
70.8

 
125.4

Total assets
$
1,772.4

 
$
1,823.6

 
 
 
 
Liabilities and Shareholders' Equity
 
 
 
Current liabilities
 
 
 
Current maturities of long-term debt
$
4.0

 
$
4.0

Notes payable
147.4

 
104.1

Accounts payable
166.8

 
219.3

Other current liabilities
234.1

 
254.6

Total current liabilities
552.3

 
582.0

Long-term debt
977.3

 
978.5

Other liabilities
198.1

 
178.0

Total liabilities
1,727.7

 
1,738.5

Shareholders' equity
 
 
 
Common stock
0.6

 
0.6

Additional paid-in capital
205.4

 
196.7

Retained earnings
190.5

 
198.7

Treasury stock
(117.7
)
 
(72.1
)
Accumulated other comprehensive loss
(234.1
)
 
(238.8
)
Total shareholders' equity
44.7

 
85.1

Total liabilities and shareholders' equity
$
1,772.4

 
$
1,823.6


The above financial statements should be read in conjunction with the Notes To Consolidated (Condensed) Financial Statements (Unaudited).



4


ENERGIZER HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Condensed)
(In millions - Unaudited)
 
 
For the Six Months Ended March 31,
 
2018
 
2017
Cash Flow from Operating Activities
 
 
 
Net earnings
$
68.2

 
$
142.5

Non-cash restructuring costs

 
(2.5
)
Depreciation and amortization
22.4

 
25.8

Deferred income taxes
13.6

 
2.9

Share-based compensation expense
14.0

 
11.9

Gain on sale of real estate

 
(15.2
)
Mandatory transition tax
28.8

 

Non-cash items included in income, net
6.6

 
0.9

Other, net
(4.2
)
 
(19.5
)
Changes in current assets and liabilities used in operations
11.2

 
(22.5
)
Net cash from operating activities
160.6

 
124.3

 
 
 

Cash Flow from Investing Activities
 
 
 
Capital expenditures
(11.3
)
 
(12.3
)
Proceeds from sale of assets

 
23.1

Net cash (used by)/from investing activities
(11.3
)
 
10.8

 
 
 
 
Cash Flow from Financing Activities
 
 
 
Payments on debt with maturities greater than 90 days
(2.0
)
 
(2.0
)
Net increase in debt with original maturities of 90 days or less
43.4

 
16.0

Debt issuance costs

 
(0.6
)
Dividends paid
(35.0
)
 
(35.1
)
Common stock purchased
(50.0
)
 
(9.3
)
Taxes paid for withheld share-based payments
(1.8
)
 
(8.2
)
Net cash used by financing activities
(45.4
)
 
(39.2
)
 
 
 
 
Effect of exchange rate changes on cash
8.4

 
(11.0
)
 
 
 
 
Net increase in cash and cash equivalents
112.3

 
84.9

Cash and cash equivalents, beginning of period
378.0

 
287.3

Cash and cash equivalents, end of period
$
490.3

 
$
372.2


The above financial statements should be read in conjunction with the Notes To Consolidated (Condensed) Financial Statements (Unaudited).



5

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS
(In millions - Unaudited)



(1) Description of Business and Basis of Presentation
Description of Business - Energizer Holdings, Inc. and its subsidiaries (Energizer or the Company) is a global manufacturer, marketer and distributer of household batteries, specialty batteries and portable lights under the Energizer® and Eveready® brand names. Energizer offers batteries using lithium, alkaline, carbon zinc, nickel metal hydride, zinc air and silver oxide constructions. On July 1, 2016, Energizer expanded its portfolio of brands with an acquisition of a leading designer and marketer of automotive fragrance and appearance products. The Company's brands now include Refresh Your Car!®, California Scents®, Driven®, Bahama & Co.®, LEXOL® and Eagle One®.

Basis of Presentation - The accompanying unaudited Consolidated Condensed Financial Statements include the accounts of Energizer and its subsidiaries. All significant intercompany transactions are eliminated. Energizer has no material equity method investments, variable interests or non-controlling interests.

The accompanying unaudited Consolidated Condensed Financial Statements have been prepared in accordance with Article 10 of Regulation S-X and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The year-end condensed Consolidated Balance Sheet was derived from the audited financial statements included in Energizer's Report on Form 10-K, but does not include all disclosures required by U.S. GAAP. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of our operations, financial position and cash flows
have been included. Certain reclassifications have been made to the prior year financial statements to conform to the current presentation. Operating results for any quarter are not necessarily indicative of the results for any other quarter or for the full year. These statements should be read in conjunction with the financial statements and notes thereto for Energizer for the year ended September 30, 2017 included in the Annual Report on Form 10-K dated November 14, 2017.

Recently Adopted Accounting Pronouncements - During the quarter ended March 31, 2018, the Company early adopted ASU 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (ASU 2018-02) . This update allows for the reclassification of stranded tax effects resulting from the Tax Cuts and Jobs Act (the Act) from accumulated other comprehensive income (AOCI) to retained earnings. The amount of the reclassification is calculated as the difference between the historical and newly enacted tax rates on deferred taxes originally recorded through AOCI.The Company reclassified $20.0 of stranded tax from AOCI to Retained earnings in the current quarter. Tax effects unrelated to the Act are released from AOCI using either the specific identification approach or the portfolio approach based on the nature of the underlying item.

During the quarter ended December 31, 2017, the Company adopted ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. This update requires the service component of the net periodic pension cost to be reported in the same income statement line item as similar compensation costs, while all other pension cost components should be reported separately from the service cost component on the income statement. The adoption of this update resulted in $1.7 and $3.4 of non-compensation related pension benefit in Other items, net in the quarter and six months ended March 31, 2018, respectively, and a reclassification of $3.1 and $6.2 of pension benefit out of Selling, general and administrative expense and into Other items, net for the quarter and six months ended March 31, 2017. All non-compensation related pension costs will be recorded in Other items, net going forward.

During the quarter ended December 31, 2017, the Company adopted ASU 2015-11, Inventory (Topic 330) , which aligns the measurement of inventory under GAAP more closely with International Financial Reporting Standards. Under the new guidance, an entity that measures inventory using the first-in, first-out or average cost should measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The impact of adoption was immaterial.

During the quarter ended December 31, 2017, the Company early adopted ASU 2016-16, Intra-entity Transfers of Assets Other Than Inventory . This update requires tax expense to be recognized from the sale of intra-entity assets, other than inventory, when the transfer occurs, even though the effects of the transaction are eliminated in consolidation. Under the previous guidance, the tax effects of transfers would have been deferred until the transferred asset was sold or otherwise recovered through use. Upon adoption, any deferred charge previously

6

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS
(In millions - Unaudited)


established upon the intra-company transfer is recorded as a cumulative effect adjustment to retained earnings. During the quarter ended December 31, 2017, a deferred charge of $59.2 was removed from Other assets and recorded as an adjustment to retained earnings. Any future tax impacts will be recognized as incurred.

During the quarter ended December 31, 2017, the Company early adopted ASU 2017-01, Clarifying the Definition of a Business . This update creates a more practical definition and guidelines to determine whether a set of assets and activities is a business. This simplifies the decision making process of determining whether a purchase constitutes a business combination or an acquisition of assets and the Company will apply this definition for future acquisitions.
During the quarter ended December 31, 2017, the Company early adopted ASU 2017-04, Simplifying the Test for Goodwill Impairment . This update eliminates the need to assign the fair value of a reporting unit to each of its assets and liabilities when quantifying an impairment charge. The impairment charge is now determined based on the comparison of the fair value of a reporting unit to its carrying amount. The Company will apply the new guidance when completing its goodwill testing procedures in the current year.
Recently Issued Accounting Pronouncements - On May 28, 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers , which provides a single comprehensive revenue recognition model for all contracts with customers to improve comparability within industries, across industries and across capital markets. On August 12, 2015, the FASB issued a one-year deferral of the effective date. This update is effective for Energizer beginning October 1, 2018. The Company is currently assessing the new guidance against its current accounting policies and procedures, through activities that include analysis of standard sales transactions and terms, coordination and discussion with our commercial teams and reviewing contracts with customers. The Company plans to adopt this update on a modified retrospective basis at the effective date. While the Company’s assessment is not yet complete, the new guidance is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows. The Company is still assessing the overall impact on the Company’s disclosures and controls.
On February 25, 2016, the FASB issued ASU 2016-02, Leases . This update aligns the measurement of leases under GAAP more closely with International Financial Reporting Standards by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in this update will be effective for Energizer beginning October 1, 2019 with early adoption permitted. Energizer is in the process of evaluating the impact the guidance will have on its financial statements.
On August 26, 2016, the FASB issued ASU 2016-15, Statement of Cash Flows- Classification of Certain Cash Receipts and Cash Payments , which is intended to reduce diversity in practice in how certain transactions are classified in the statements of cash flows. This update will be effective for Energizer beginning October 1, 2018. The Company is currently assessing the impact the revised guidance will have on our current classification on the Statement of Cash Flows.
On August 28, 2017, the FASB issued ASU 2017-12, Targeted Improvements to Accounting for Hedging Activities . This update intends to simplify hedge accounting and decrease complexity for both the preparation and understanding of hedging disclosures in the financial statements. This update is effective for the Company beginning October 1, 2019 with early adoption permitted. The Company is currently assessing the impact the revised guidance will have on its accounting practices and financial statements.

7

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS
(In millions - Unaudited)


(2) Spin Costs

On July 1, 2015, Energizer completed its legal separation from Edgewell Personal Care Company (Edgewell) via a tax free spin-off (the spin-off or spin). The Company incurred costs associated with the evaluation, planning and execution of the spin transaction. For the quarter and six months ended March 31, 2018, the Company recorded no activity related to spin.

During the quarter ended March 31, 2017 , the Company recorded income of $2.5 in spin restructuring reflecting the true up of previously accrued contract termination costs related to the fiscal 2016 right-sizing of the corporate headquarters. For the six months ended March 31, 2017, the Company recorded income of $3.8 in spin restructuring reflecting the second quarter's activity as well as the first quarter sale of a facility in North America that was previously closed as a part of the spin for a gain of $1.3 . The total costs incurred or allocated to Energizer for the spin were $197.6 , inclusive of the costs of early debt retirement recorded in fiscal 2015. We do not expect any additional costs related to spin.

The following table represents the spin restructuring accrual activity and ending accrual balance as of March 31, 2017 recorded in Other current liabilities on the Consolidated Condensed Balance Sheet. There were no liabilities outstanding at September 30, 2017 or March 31, 2018.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Utilized
 
 
 
October 1, 2016
 
Charge to Income
 
Cash
 
March 31, 2017
Severance and termination related costs
 
$
2.8

 
$

 
$
(2.0
)
 
$
0.8

Contract termination costs
 
3.6

 
(2.5
)
 
(1.1
)
 

Net gain on asset sales
 


(1.3
)

1.3



Total
 
$
6.4

 
$
(3.8
)
 
$
(1.8
)
 
$
0.8



(3) Acquisition

On January 15, 2018, the Company entered into a definitive acquisition agreement with Spectrum Brands Holdings, Inc. to acquire its global battery, lighting, and portable power business (Spectrum acquisition) for a purchase price of $2,000.0 in cash, subject to certain purchase price adjustments. Energizer intends to fund the Spectrum acquisition through a combination of existing cash and committed debt facilities, expected to ultimately consist of a new term loan and senior notes. In addition, Energizer intends to maintain its existing senior notes, maturing in 2025. The closing of this transaction is subject to various conditions and regulatory approvals.

The Company is also committed to pay a $100.0 termination fee to Spectrum if the transaction does not close by July 15, 2019, and all conditions precedent to the Company’s obligation to consummate the acquisition have otherwise been satisfied except for one or more of the regulatory approval conditions specified in the acquisition agreement. Success fees of $11.0 are due to the financial adviser, subject to the closing of the transaction. In addition, $2.0 was paid in January to the financial adviser for services rendered on the transaction.

The Company incurred $19.4 and $25.1 of pre-tax acquisition and integration costs in the quarter and six months ended March 31, 2018, respectively. Included in the current quarter pre-tax acquisition and integration costs were $2.9 of debt commitment fees related to the Spectrum acquisition that were recorded in Interest expense. The remaining pre-tax acquisition and integration costs were recorded in SG&A and primarily related to legal, consulting and advisory fees to assist with obtaining regulatory approval around the globe and to plan for the closing and integration of the Spectrum acquisition. The Company also incurred $5.5 of acquisition tax withholding costs in the current quarter related to anticipated cash movement to fund the acquisition.


8



(4) Income Taxes    

The six month effective tax rate was 50.1% as compared to 26.3% for the prior year comparative period. The current quarter provision includes $5.5 of acquisition tax withholding costs related to anticipated cash movement to fund the Spectrum acquisition.

In addition, on December 22, 2017, H.R. 1, formally known as the Tax Cuts and Jobs Act (the Act) was enacted into law. The Act provides for numerous significant tax law changes and modifications with varying effective dates, which include reducing the corporate income tax rate from 35% to 21% , creating a territorial tax system (with a mandatory transition tax on previously deferred foreign earnings) and allowing for immediate capital expensing of certain qualified property. As a fiscal year end taxpayer, certain provisions of the Act began to impact us in our fiscal first quarter ended December 31, 2017, while other provisions will impact us beginning in fiscal year 2019. The corporate tax rate reduction is effective for Energizer as of January 1, 2018 and, accordingly, will reduce our current fiscal year federal statutory rate to a blended rate of approximately 24.5% for fiscal year 2018.

The changes included in the Act are broad and complex. The final transition impacts of the Act may differ from our current estimates, possibly materially, due to, among other things, changes in interpretations of the Act, any legislative action to address questions that arise because of the Act, any changes in accounting standards for income taxes or related interpretations in response to the Act, or any updates or changes to estimates the Company has utilized to calculate the transition impacts, including impacts from changes to current year earnings estimates and foreign exchange rates of foreign subsidiaries. The Securities Exchange Commission has issued rules that would allow for a measurement period of up to one year after the enactment date of the Act to finalize the recording of the related tax impacts.

As a result of the reduction of the Federal corporate income tax rate, we have remeasured certain deferred tax assets and liabilities at the rate which they are expected to reverse in the future. We are still analyzing certain aspects of the Act, including the future impacts of the Global Intangible Low-Taxed Income provision, and refining our calculations, which could potentially affect the remeasurement of these balances or potentially give rise to new deferred tax amounts. The provisional amount recorded related to the remeasurement of our deferred tax balance was tax expense of approximately $1 .0.
The mandatory transition tax is based on our total post-1986 earnings and profits (E&P) that we previously deferred from U.S. income taxes. We recorded a provisional amount for our mandatory transition tax liability, resulting in an increase in income tax expense of approximately $30 . We have not yet completed our calculation of the total post-1986 E&P for these foreign subsidiaries. Further, the mandatory transition tax is based in part on the amount of those earnings held in cash and other specified assets. This amount may change when we finalize the calculation of post-1986 foreign E&P previously deferred from U.S federal taxation and finalize the amounts held in cash or other specified assets.
(5) Share-Based Payments

Total compensation cost for Energizer’s share-based compensation arrangements was $7.3 and $14.0 for the quarter and six months ended March 31, 2018 , respectively, and $6.7 and $11.9 for the quarter and six months ended March 31, 2017 , respectively, and was recorded in SG&A expense.

Restricted Stock Equivalents (RSE)—(in whole dollars and total shares)
In November 2017, the Company granted RSE awards to a group of key employees of approximately 100,000 shares that vest ratably over four years and granted RSE awards to a group of key executives of approximately 68,000 shares that vest on the third anniversary of the date of grant. In addition, the Company granted approximately 238,000 performance shares to a group of key employees and key executives that will vest subject to meeting target amounts for both cumulative adjusted earnings per share and cumulative free cash flow as a percentage of sales over the three year performance period. These performance measures are equally weighted in determining the final share award with the maximum award payout of approximately 476,000 shares. The closing stock price on the date of the grant used to determine the award fair value was $44.20 .

In November 2016, the Company granted RSE awards to a group of key employees of approximately 92,000 shares that vest ratably over four years and granted RSE awards to a group of key executives of approximately 73,000 shares that vest on the third anniversary of the date of the grant. In addition, the Company granted

9

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS
(In millions - Unaudited)


approximately 249,000 performance shares to a group of key employees and key executives that will vest subject to meeting targeted amounts for both cumulative adjusted earnings per share and cumulative free cash flow as a percentage of sales over the three year performance period. These performance measures are equally weighted in determining the final share award with the maximum award payout of approximately 498,000 shares. The closing stock price on the date of the grant used to determine the award fair value was $43.84 .

In November 2015, the Company granted RSE awards to a group of key employees of approximately 106,000 shares that vest ratably over four years and granted RSE awards to a group of key executives of approximately 87,000 shares that vest on the third anniversary of the date of the grant. In addition, the Company granted approximately 290,000 performance shares to a group of key employees and key executives that will vest subject to meeting targeted amounts for both cumulative adjusted earnings per share and cumulative free cash flow as a percentage of sales over the three year performance period. These performance measures are equally weighted in determining the final share award with the maximum award payout of approximately 580,000 shares. The closing stock price on the date of the grant used to determine the award fair value was $37.34 .

(6) Earnings per share

Basic earnings per share is based on the average number of common shares outstanding during the period. Diluted earnings per share is based on the average number of shares used for the basic earnings per share calculation, adjusted for the dilutive effect of restricted stock equivalents and performance share awards.

The following table sets forth the computation of basic and diluted earnings per share for the quarter and six months ended
March 31, 2018  and  2017 :
(in millions, except per share data)
 
 
 
 
 
 
 
 
For the Quarter Ended March 31,
 
For the Six Months Ended March 31,
 
2018
 
2017
 
2018
 
2017
Net earnings
$
7.8

 
$
46.9

 
$
68.2

 
$
142.5

Basic average shares outstanding
59.7

 
61.8

 
60.0

 
61.8

Effect of dilutive restricted stock equivalents
0.4

 
0.5

 
0.4

 
0.6

Effect of dilutive performance shares
1.0

 
0.5

 
0.9

 
0.5

Diluted average shares outstanding
61.1

 
62.8

 
61.3

 
62.9

Basic earnings per common share
$
0.13

 
$
0.76

 
$
1.14

 
$
2.31

Diluted earnings per common share
$
0.13

 
$
0.75

 
$
1.11

 
$
2.27


For the quarter and six months ended March 31, 2018 and 2017, all restricted stock equivalents and performance shares were dilutive and included in the diluted net earnings per share calculations.


10

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS
(In millions - Unaudited)


(7) Segments

Operations for Energizer are managed via two major geographic reportable segments: Americas and International. Prior to this quarter, the International segment was reported as two separate geographic reportable segments: Europe, Middle East and Africa (EMEA) and Asia Pacific. The Company changed its reporting structure to reflect how the Company is managing the operations as well as what the chief operating decision maker is reviewing to make organizational decisions about resource allocation. The prior period segment information has been recast to reflect the current reportable segment structure of the Company.

Segment performance is evaluated based on segment operating profit, exclusive of general corporate expenses, share-based compensation costs, costs associated with restructuring initiatives, acquisition and integration activities, amortization costs, business realignment activities, research & development costs, gain on sale of real estate and other items determined to be corporate in nature. Financial items, such as interest income and expense, are managed on a global basis at the corporate level. The exclusion of substantially all acquisition, integration, restructuring and realignment costs from segment results reflects management’s view on how it evaluates segment performance.

Energizer’s operating model includes a combination of standalone and shared business functions between the geographic segments, varying by country and region of the world. Shared functions include, but are not limited to, IT, procurement and finance. Energizer applies a fully allocated cost basis, in which shared business functions are allocated between segments. Such allocations are estimates, and do not represent the costs of such services if performed on a standalone basis.

Segment sales and profitability for the quarter and six months ended March 31, 2018 and 2017 , respectively, are presented below:
 
For the Quarter Ended March 31,
 
For the Six Months Ended March 31,
 
2018
 
2017
 
2018
 
2017
Net Sales
 
 
 
 
 
 
 
Americas
$
224.1

 
$
218.5

 
$
597.2

 
$
583.6

International
150.3

 
140.5

 
350.5

 
335.0

Total net sales
$
374.4

 
$
359.0

 
$
947.7

 
$
918.6

Segment Profit
 
 
 
 
 
 
 
Americas
$
55.7

 
$
60.5

 
$
178.8

 
$
183.6

International
34.1

 
33.3

 
83.3

 
84.1

Total segment profit
89.8

 
93.8

 
262.1

 
267.7

    General corporate and other expenses (1) (2)
(24.7
)
 
(29.5
)
 
(46.3
)
 
(46.7
)
    Global marketing expense (1)
(5.2
)
 
(4.0
)
 
(8.4
)
 
(7.0
)
    Research and development expense
(5.4
)
 
(5.1
)
 
(10.7
)
 
(10.9
)
    Amortization of intangible assets
(2.8
)
 
(3.0
)
 
(5.6
)
 
(5.6
)
    Acquisition and integration costs (1)
(16.5
)
 
(1.7
)
 
(22.2
)
 
(2.5
)
Spin restructuring

 
2.5

 

 
3.8

Gain on sale of real estate

 
15.2

 

 
15.2

Acquisition debt commitment fee (3)
(2.9
)
 

 
(2.9
)
 

Interest expense
(13.6
)
 
(13.1
)
 
(27.0
)
 
(26.4
)
Other items, net (2)
(0.9
)
 
4.2

 
(2.2
)
 
5.8

Total earnings before income taxes
$
17.8

 
$
59.3

 
$
136.8

 
$
193.4

(1) Included in SG&A in the unaudited Consolidated Condensed Statement of Earnings and Comprehensive Income.
(2) As a result of the adoption of ASU 2017-07 in the first quarter of 2018, a $3.1 and $6.2 benefit was reclassified from SG&A to Other items, net for the quarter and six months ended March 31, 2017, respectively.
(3) Included in Interest expense in the unaudited Consolidated Condensed Statement of Earnings and Comprehensive Income which are financing commitment fees related to the Spectrum acquisition.

11

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS
(In millions - Unaudited)



Supplemental product information is presented below for revenues from external customers:
 
For the Quarter Ended March 31,
 
For the Six Months Ended March 31,
Net Sales
2018
 
2017
 
2018
 
2017
Batteries
$
330.3

 
$
309.9

 
$
854.8

 
$
813.0

Other
44.1

 
49.1

 
92.9

 
105.6

Total net sales
$
374.4

 
$
359.0

 
$
947.7

 
$
918.6


Corporate assets shown in the following table include all financial instruments, deferred tax assets and deferred charges that are managed outside of operating segments. Total assets by segment are presented below:
 
March 31, 2018
 
September 30, 2017
Americas
$
489.2

 
$
533.9

International
749.4

 
698.2

Total segment assets
$
1,238.6

 
$
1,232.1

Corporate
85.1

 
137.7

Goodwill and other intangible assets
448.7

 
453.8

Total assets
$
1,772.4

 
$
1,823.6


(8) Goodwill and intangible assets

Goodwill and intangible assets deemed to have an indefinite life are not amortized, but are evaluated annually for impairment as part of our annual business planning cycle in the fourth fiscal quarter, or when indicators of a potential impairment are present.

The following table sets forth goodwill by segment as of October 1, 2017 and March 31, 2018 :
 
Americas
 
International
 
Total
Balance at October 1, 2017
$
213.8

 
$
16.2

 
$
230.0

Cumulative translation adjustment
(0.1
)
 
0.9

 
0.8

Balance at March 31, 2018
$
213.7

 
$
17.1

 
$
230.8


Energizer had indefinite-lived intangible assets of $78.0 at March 31, 2018 and $78.3 at September 30, 2017. Changes in indefinite-lived intangible assets are due to changes in foreign currency translation.

Total amortizable intangible assets at March 31, 2018 are as follows:
 
Gross Carrying Amount
 
Accumulated Amortization
 
Net Carrying Amount
Trademarks
$
40.1

 
$
4.7

 
$
35.4

Customer relationships
84.4

 
10.2

 
74.2

Patents
34.5

 
4.5

 
30.0

Non-compete
0.5

 
0.2

 
0.3

Total intangible assets at March 31, 2018
$
159.5

 
$
19.6

 
$
139.9



12



Total amortizable intangible assets at September 30, 2017 were as follows:
 
Gross Carrying Amount
 
Accumulated Amortization
 
Net Carrying Amount
Trademarks
$
40.1

 
$
3.4

 
$
36.7

Customer relationships
84.4

 
7.3

 
77.1

Patents
34.5

 
3.2

 
31.3

Non-compete
0.5

 
0.1

 
0.4

Total intangible assets at September 30, 2017
$
159.5

 
$
14.0

 
$
145.5


(9) Debt

The detail of long-term debt was as follows:
 
March 31, 2018
 
September 30, 2017
Senior Secured Term Loan B Facility, net of discount due 2022
$
390.0

 
$
392.0

5.50% Senior Notes due 2025
600.0

 
600.0

Total long-term debt, including current maturities
990.0

 
992.0

Less current portion
(4.0
)
 
(4.0
)
Less unamortized debt discount and debt issuance fees
(8.7
)
 
(9.5
)
Total long-term debt
$
977.3

 
$
978.5


The Company's $600.0 of 5.50% Senior Notes due 2025 (Senior Notes) were sold to qualified institutional buyers and will not be registered under federal or applicable state securities laws. Interest is payable semi-annually on the Senior Notes in December and June. The Senior Notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured basis by each of the Company's domestic restricted subsidiaries that is a borrower or guarantor under the Revolving Facility and Term Loan.

The Company has a credit agreement which provides for a five -year $350.0 senior secured revolving credit facility (Revolving Facility) which matures in June 2020 and a seven -year $400.0 senior secured term loan B facility (Term Loan) which is due in June 2022. Borrowings under the Revolving Facility will bear interest at LIBOR or the Base Rate (as defined) plus the applicable margin based on total Company leverage. As of March 31, 2018 , the Company had $140.0 of outstanding borrowings under the Revolving Facility and had $6.7 of outstanding letters of credit. Taking into account outstanding letters of credit, $203.3 remains available as of March 31, 2018 . As of March 31, 2018, our weighted average interest rate on short-term borrowings was 3.67% .

The $400.0 Term Loan was issued at a $1.0 discount which is amortized with a corresponding charge to interest expense over the remaining life of the loan. The original interest rate was LIBOR subject to a 75 basis points floor, plus 250 basis points. In March 2017, the Company completed the repricing of its Term Loan reducing the interest to LIBOR plus 200 basis points and eliminating the 75 basis points floor. The loans and commitments under the Term Loan require quarterly principal payments at a rate of 0.25% , or $1.0 , of the original principal balance.

Obligations under the Revolving Facility and Term Loan are jointly and severally guaranteed by certain of its existing and future direct and indirectly wholly-owned U.S. subsidiaries. There is a first priority perfected lien on substantially all of the assets and property of the Company and guarantors and proceeds therefrom excluding certain excluded assets. No other terms were changed as result of the Term Loan repricing.

In March 2017, the Company entered into an interest rate swap agreement with one major financial institution that fixed the variable benchmark component (LIBOR) on $200.0 of Energizer's variable rate debt through June 2022 at an interest rate of 2.03% .

For the quarter ended March 31, 2018 , our weighted average interest rate on variable rate debt, inclusive of the interest rate swap, was 3.80% .


13

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS
(In millions - Unaudited)


The notes payable balance was $147.4 at March 31, 2018 and $104.1 at September 30, 2017. The March 31, 2018 balance was comprised of $140.0 outstanding borrowings on the Revolving Facility as well as $7.4 of other borrowings, including those from foreign affiliates. The September 30, 2017 balance was comprised of $95.0 outstanding borrowings on the Revolving facility as well as $9.1 of other borrowings, including those from foreign affiliates.

At March 31, 2018, the Company had committed debt facilities related to the Spectrum acquisition. Refer to Note 3, Acquisition for additional discussion.

Debt Covenants

The agreements governing the Company's debt contain certain customary representations and warranties, affirmative, negative and financial covenants and provisions relating to events of default. If the Company fails to comply with these covenants or with other requirements of these debt agreements, the lenders may have the right to accelerate the maturity of the debt. Acceleration under one of these facilities would trigger cross defaults to other borrowings. As of March 31, 2018 , the Company was, and expects to remain, in compliance with the provisions and covenants associated with its debt agreements.

Aggregate maturities of long-term debt, including current maturities, at March 31, 2018 were as follows: $4.0 in one year, $4.0 in two years, $4.0 in three years, $4.0 in four years, $374.0 in five years and $600.0 thereafter.

The counterparties to long-term committed borrowings consist of a number of major financial institutions. The Company consistently monitors positions with, and credit ratings of, counterparties both internally and by using outside ratings agencies.

(10) Pension Plans

The Company has several defined benefit pension plans covering many of its employees in the U.S. and certain employees in other countries. The plans provide retirement benefits based on various factors including years of service and in certain circumstances, earnings. The U.S. plan was frozen in fiscal year 2015.
The Company’s net periodic pension (benefit)/cost for these plans are as follows:
 
For the Quarter Ended March 31,
 
U.S.
 
International
 
2018
 
2017
 
2018
 
2017
Service Cost
$

 
$

 
$
0.1

 
$
0.4

Interest Cost
4.7

 
4.6

 
1.0

 
0.8

Expected return on plan assets
(7.6
)
 
(8.6
)
 
(1.6
)
 
(2.0
)
Amortization of unrecognized net losses
1.2

 
1.2

 
0.6

 
0.9

Net periodic (benefit)/cost
$
(1.7
)
 
$
(2.8
)
 
$
0.1

 
$
0.1

 
For the Six Months Ended March 31,
 
U.S.
 
International
 
2018
 
2017
 
2018
 
2017
Service Cost
$

 
$

 
$
0.3

 
$
0.8

Interest Cost
9.4

 
9.1

 
2.1

 
1.7

Expected return on plan assets
(15.1
)
 
(17.2
)
 
(3.2
)
 
(4.0
)
Amortization of unrecognized net losses
2.2

 
2.4

 
1.1

 
1.8

Settlement charge
0.1

 

 

 

Net periodic (benefit)/cost
$
(3.4
)
 
$
(5.7
)
 
$
0.3

 
$
0.3



14



The Company adopted ASU 2017-07 in the quarter ended December 31, 2017. The service cost component of the net periodic (benefit)/cost above is recorded in Selling, general and administrative expense on the Consolidated Statement of Earnings and Comprehensive Income, while the remaining components are recorded to Other items, net. The prior year amounts have been reclassified to provide comparable presentation in line with the guidance.

The Company also sponsors or participates in a number of other non-U.S. pension arrangements, including various retirement and termination benefit plans, some of which are required by local law or coordinated with government-sponsored plans, which are not significant in the aggregate and, therefore, are not included in the information presented above.

(11) Shareholder's Equity

In July 2015, the Company's Board of Directors approved an authorization for the Company to acquire up to 7.5 million shares of its common stock. During the six months ended March 31, 2018 , the Company repurchased 1,126,379 shares for $50.0 , at an average price of $44.41 per share, under this authorization. Future share repurchases, if any, will be determined by the Company based on its evaluation of the market conditions, capital allocation objectives, legal and regulatory requirements and other factors.

On November 13, 2017, the Board of Directors declared a dividend for the first quarter of fiscal 2018 of $0.29 per share of common stock. The dividend was paid on December 14, 2017, to all shareholders of record as of November 30, 2017 and totaled $17.3 .

On January 29, 2018, the Board of Directors declared a dividend for the second quarter of 2018 of $0.29 per share of common stock The dividend was paid on March 13, 2018, to all shareholders of record as of February 20, 2018 and totaled $17.3 .

The incremental dividend payments of $ 0.4 made in fiscal 2018 were related to restricted stock awards that vested during November 2017.

Subsequent to the end of the fiscal quarter, on April 30, 2018, the Board of Directors declared a dividend for the third quarter of 2018 of $0.29 per share of common stock, payable on June 13, 2018, to all shareholders of record as of the close of business May 21, 2018.

(12) Financial Instruments and Risk Management

The market risk inherent in the Company's operations creates potential earnings volatility arising from changes in currency rates, interest rates and commodity prices. The Company's policy allows derivatives to be used only for identifiable exposures and, therefore, the Company does not enter into hedges for trading or speculative purposes where the sole objective is to generate profits.

Concentration of Credit Risk —The counterparties to derivative contracts consist of a number of major financial institutions and are generally institutions with which the Company maintains lines of credit. The Company does not enter into derivative contracts through brokers nor does it trade derivative contracts on any other exchange or over-the-counter markets. Risk of currency positions and mark-to-market valuation of positions are strictly monitored.

The Company continually monitors positions with, and credit ratings of, counterparties both internally and by using outside rating agencies. While nonperformance by these counterparties exposes Energizer to potential credit losses, such losses are not anticipated.

In the ordinary course of business, the Company may enter into contractual arrangements (derivatives) to reduce its exposure to commodity price and foreign currency risks. The section below outlines the types of derivatives that existed at March 31, 2018 and September 30, 2017, as well as the Company's objectives and strategies for holding these derivative instruments.

Commodity Price Risk —Energizer uses raw materials that are subject to price volatility. The Company has used, and may in the future use, hedging instruments to reduce exposure to variability in cash flows associated with future

15

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS
(In millions - Unaudited)


purchases of certain materials and commodities. At March 31, 2018 and September 30, 2017, there were no open derivative or hedging instruments for future purchases of raw materials or commodities.

Foreign Currency Risk —A significant portion of Energizer’s product cost is more closely tied to the U.S. dollar than to the local currencies in which the product is sold. As such, a weakening of currencies relative to the U.S. dollar results in margin declines unless mitigated through pricing actions, which are not always available due to the economic or competitive environment. Conversely, a strengthening in currencies relative to the U.S. dollar can improve margins. The primary currencies to which Energizer is exposed include the Euro, the British pound, the Canadian dollar and the Australian dollar. However, the Company also has significant exposures in many other currencies which, in the aggregate, may have a material impact on the Company's operations.

Additionally, Energizer’s foreign subsidiaries enter into internal and external transactions that create nonfunctional
currency balance sheet positions at the foreign subsidiary level. These exposures are generally the result of intercompany purchases, intercompany loans and, to a lesser extent, external purchases, and are revalued in the foreign subsidiary’s local currency at the end of each period. Changes in the value of the non-functional currency balance sheet positions in relation to the foreign subsidiary’s local currency results in a transaction gain or loss recorded in Other items, net on the Consolidated Statements of Earnings and Comprehensive Income. The primary currency to which Energizer’s foreign subsidiaries are exposed is the U.S. dollar.

Interest Rate Risk —Energizer has interest rate risk with respect to interest expense on variable rate debt. At March 31, 2018 , Energizer had variable rate debt outstanding with an original principal balance of $400.0 under the Term Loan. In March 2017, the Company entered into an interest rate swap agreement with one major financial institution that fixed the variable benchmark component (LIBOR) on $200.0 of Energizer's variable rate debt through June 2022 at an interest rate of 2.03% .

In February 2018, the Company entered into a forward starting interest rate swap with an effective date of October 1, 2018, with one major financial institution that will fix the variable benchmark component (LIBOR) on additional variable rate debt at an interest rate of 2.47% . At the effective date, the swap will have a notional value of $400.0 . Beginning April 1, 2019, the notional amount decreases $50.0 each quarter until its termination date of December 31, 2020.

These hedging instruments are considered cash flow hedges for accounting purposes. At March 31, 2018 and September 30, 2017, Energizer recorded an unrecognized pre-tax gain and unrecognized pre-tax loss of $3.9 and $1.3 , respectively, on these interest rate swap contracts, both of which were included in Accumulated other comprehensive loss on the Consolidated Balance Sheet.

Cash Flow Hedges - The Company has entered into a series of forward currency contracts to hedge the cash flow uncertainty of forecasted inventory purchases due to short term currency fluctuations. Energizer’s foreign affiliates, which have the largest exposure to U.S. dollar purchases, have the Euro, the British pound, the Canadian dollar and the Australian dollar as their local currencies. These foreign currencies represent a significant portion of Energizer's foreign currency exposure. At March 31, 2018 and September 30, 2017, Energizer had an unrealized pre-tax loss of $2.3 and $5.8 , respectively, on these forward currency contracts accounted for as cash flow hedges included in Accumulated other comprehensive loss on the unaudited Condensed Consolidated Balance Sheets. Assuming foreign exchange rates versus the U.S. dollar remain at March 31, 2018 levels, over the next 12 months, $2.3 of the pre-tax loss included in Accumulated other comprehensive loss is expected to be recognized in earnings. Contract maturities for these hedges extend into fiscal year 2019. There were 64 open foreign currency contracts at March 31, 2018 , with a total notional value of approximately $142 .

Derivatives not Designated in Hedging Relationships - Energizer enters into foreign currency derivative contracts which are not designated as cash flow hedges for accounting purposes, to hedge existing balance sheet exposures. Any gains or losses on these contracts are expected to be offset by corresponding exchange losses or gains on the underlying exposures; and as such are not subject to significant market risk. There were 9 open foreign currency derivative contracts which are not designated as cash flow hedges at March 31, 2018 , with a total notional value of approximately $83 .

16

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS
(In millions - Unaudited)


The following table provides the Company's estimated fair values as of March 31, 2018 and September 30, 2017, and the amounts of gains and losses on derivative instruments classified as cash flow hedges for the quarter and six months ended March 31, 2018 and 2017 , respectively:
 
 
At March 31, 2018
 
For the Quarter Ended March 31, 2018
 
For the Six Months Ended March 31, 2018
Derivatives designated as Cash Flow Hedging Relationships
 
Estimated Fair Value
 (Liability)/Asset
 (1) (2)
 
Gain Recognized in OCI (3)
 
Loss Reclassified From OCI into Income
(Effective Portion) (4) (5)
 
(Loss)/Gain Recognized in OCI (3)
 
Loss Reclassified From OCI into Income (Effective Portion) (4) (5)
Foreign currency contracts
 
$
(2.3
)
 
$
1.6

 
$
(1.9
)
 
$
(0.8
)
 
$
(4.3
)
Interest rate contracts
 
3.9

 
5.0

 
(0.3
)
 
4.5

 
(0.8
)
Total
 
$
1.6

 
$
6.6

 
$
(2.2
)
 
$
3.7

 
$
(5.1
)
 
 
 
 
 
 
 
 
 
 
 
 
 
At September 30, 2017
 
For the Quarter Ended March 31, 2017
 
For the Six Months Ended March 31, 2017
Derivatives designated as Cash Flow Hedging Relationships
 
Estimated Fair Value
Liability (1) (2)
 
Loss Recognized in OCI (3)
 
Gain/(Loss) Reclassified From OCI into Income
(Effective Portion) (4) (5)
 
Gain Recognized in OCI (3)
 
Gain/(Loss) Reclassified From OCI into Income (Effective Portion) (4) (5)
Foreign currency contracts
 
$
(5.8
)
 
$
(2.0
)
 
$
0.7

 
$
3.2

 
$
1.2

Interest rate contracts
 
(1.3
)
 
(0.7
)
 
(0.7
)
 
5.8

 
(1.4
)
Total
 
$
(7.1
)
 
$
(2.7
)
 
$

 
$
9.0

 
$
(0.2
)
(1) All derivative assets are presented in Other current assets or Other assets.
(2) All derivative liabilities are presented in Other current liabilities or Other liabilities.
(3) OCI is defined as other comprehensive income.
(4) Gain/(loss) reclassified to Income was recorded as follows: Foreign currency contracts in other items, net and interest rate contracts in interest expense.
(5) Each of these hedging relationships has derivative instruments with a high correlation to the underlying exposure being hedged and has been deemed highly effective in offsetting the underlying risk.

The following table provides estimated fair values as of March 31, 2018 and September 30, 2017 and the gains and losses on derivative instruments not classified as cash flow hedges for the quarter and six months ended March 31, 2018 and 2017 , respectively:
 
 
At March 31, 2018
 
For the Quarter Ended March 31, 2018
 
For the Six Months Ended March 31, 2018
 
 
Estimated Fair Value Asset
 
Gain Recognized in Income (1)
 
Gain Recognized in Income (1)
Foreign currency contracts
 
$
1.8

 
$
1.0

 
$
1.3

 
 
 
 
 
 
 
 
 
At September 30, 2017
 
For the Quarter Ended March 31, 2017
 
For the Six Months Ended March 31, 2017
 
 
Estimated Fair Value Asset
 
Gain Recognized in Income (1)
 
Loss Recognized in Income (1)
Foreign currency contracts
 
$
0.9

 
$
0.6

 
$
(1.3
)
(1) Gain/(loss) recognized in Income was recorded as foreign currency in Other items, net.

17

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS
(In millions - Unaudited)



Energizer has the following recognized financial assets resulting from those transactions that meet the scope of the disclosure requirements as necessitated by applicable accounting guidance for balance sheet offsetting.

Offsetting of derivative assets
 
 
 
 
At March 31, 2018
 
At September 30, 2017
Description
 
Balance Sheet location
 
Gross amounts of recognized assets
 
Gross amounts offset in the Balance Sheet
 
Net amounts of assets presented in the Balance Sheet
 
Gross amounts of recognized assets
 
Gross amounts offset in the Balance Sheet
 
Net amounts of assets presented in the Balance Sheet
Foreign Currency Contracts
 
Other Current Assets, Other Assets
 
$
2.7

 
$
(0.4
)
 
$
2.3

 
$
1.1

 
$

 
$
1.1

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Offsetting of derivative liabilities
 
 
 
 
At March 31, 2018
 
At September 30, 2017
Description
 
Balance Sheet location
 
Gross amounts of recognized liabilities
 
Gross amounts offset in the Balance Sheet
 
Net amounts of liabilities presented in the Balance Sheet
 
Gross amounts of recognized liabilities
 
Gross amounts offset in the Balance Sheet
 
Net amounts of liabilities presented in the Balance Sheet
Foreign Currency Contracts
 
Other Current Liabilities, Other Liabilities
 
$
(3.1
)
 
$
0.3

 
$
(2.8
)
 
$
(6.4
)
 
$
0.4

 
$
(6.0
)

Fair Value Hierarchy —Accounting guidance on fair value measurements for certain financial assets and liabilities requires that assets and liabilities carried at fair value be classified in one of the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs reflecting the reporting entity’s own assumptions or external inputs from inactive markets.

Under the fair value accounting guidance hierarchy, an entity is required to maximize the use of quoted market prices and minimize the use of unobservable inputs. The following table sets forth the Company's financial assets and liabilities, which are carried at fair value, as of March 31, 2018 and September 30, 2017 that are measured on a recurring basis during the period, segregated by level within the fair value hierarchy:
 
Level 2
Assets/(Liabilities) at estimated fair value:
March 31,
2018
 
September 30,
2017
Deferred Compensation
$
(39.9
)
 
$
(41.0
)
Derivatives - Foreign Currency Contracts
(0.5
)
 
(4.9
)
Derivatives - Interest Rate Contracts
3.9

 
(1.3
)
Exit lease liability

 
(0.3
)
Net Liabilities at estimated fair value
$
(36.5
)
 
$
(47.5
)


18

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS
(In millions - Unaudited)


Energizer had no Level 1 financial assets or liabilities, other than pension plan assets, and no Level 3 financial assets or liabilities at March 31, 2018 and at September 30, 2017.

Due to the nature of cash and cash equivalents, carrying amounts on the balance sheets approximate estimated fair value. The estimated fair value of cash and cash equivalents has been determined based on level 1 and level 2 inputs, respectively.

At March 31, 2018 , the estimated fair value of the Company's unfunded deferred compensation liability is determined based upon the quoted market prices of investment options that are offered under the plan. The estimated fair value of foreign currency contracts and interest rate swap as described above is the amount that the Company would receive or pay to terminate the contracts, considering first, quoted market prices of comparable agreements, or in the absence of quoted market prices, such factors as interest rates, currency exchange rates and remaining maturities. The estimated fair value of the exit lease liability was determined based on the discounted cash flows of the remaining lease rentals reduced by estimated sublease rentals that could be reasonably obtained for the property.

At March 31, 2018 and September 30, 2017, the fair market value of fixed rate long-term debt was $603.0 and $615.7 , respectively, compared to its carrying value of $600.0 . The estimated fair value of the long-term debt is estimated using yields obtained from independent pricing sources for similar types of borrowing arrangements. The estimated fair value of fixed rate long-term debt has been determined based on Level 2 inputs.

(13) Accumulated Other Comprehensive (Loss)/Income

The following table presents the changes in accumulated other comprehensive (loss)/income (AOCI), net of tax by component:
 
Foreign Currency Translation Adjustments
 
Pension Activity
 
Hedging Activity
 
Interest Rate Contracts
 
Total
Balance at September 30, 2017
$
(93.1
)
 
$
(139.4
)
 
$
(4.5
)
 
$
(1.8
)
 
$
(238.8
)
OCI before reclassifications
16.6

 
(0.8
)
 
(0.7
)
 
3.1

 
18.2

Reclassifications to earnings

 
2.6

 
3.3

 
0.6

 
6.5

Reclassifications to retained earnings (1)

 
(19.9
)
 

 
(0.1
)
 
(20.0
)
Balance at March 31, 2018
$
(76.5
)

$
(157.5
)

$
(1.9
)

$
1.8


$
(234.1
)
(1) Refer to Note 1- Description of Business and Basis of Presentation for additional information on our adoption of ASU 2018-02 in the current quarter.

19

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS
(In millions - Unaudited)


The following table presents the reclassifications out of AOCI to earnings:
 
For the Quarter Ended March 31,
 
For the Six Months Ended March 31,
 
 
2018
 
2017
 
2018
 
2017
 
Details of AOCI Components
Amount Reclassified
from AOCI (1)
 
Amount Reclassified
from AOCI (1)
Affected Line Item in the Combined Statements of Earnings
Gains and losses on cash flow hedges
 
 
 
 
 
 
Foreign exchange contracts
$
(1.9
)
 
$
0.7

 
$
(4.3
)
 
$
1.2

Other items, net
Interest rate contracts
(0.3
)
 
(0.7
)
 
(0.8
)
 
(1.4
)
Interest expense
 
(2.2
)
 

 
(5.1
)
 
(0.2
)
Total before tax
 
0.6

 
0.1

 
1.2

 
0.3

Tax benefit
 
$
(1.6
)
 
$
0.1

 
$
(3.9
)
 
$
0.1

Net of tax
Amortization of defined benefit pension items
 
 
 
 
 
Actuarial loss
(1.8
)
 
(2.1
)
 
(3.3
)
 
(4.1
)
(2)
Settlement loss

 

 
(0.1
)
 

(2)
 
(1.8
)
 
(2.1
)
 
(3.4
)
 
(4.1
)
Total before tax
 
0.4

 
0.7

 
0.8

 
1.3

Tax benefit
 
$
(1.4
)
 
$
(1.4
)
 
$
(2.6
)
 
$
(2.8
)
Net of tax
Total reclassifications to earnings
$
(3.0
)
 
$
(1.3
)
 
$
(6.5
)
 
$
(2.7
)
Net of tax
(1) Amounts in parentheses indicate debits to Consolidated Statement of Earnings.
(2) This AOCI component is included in the computation of net periodic pension (benefit)/cost (see Note 10, Pension Plans, for further details).


20

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS
(In millions - Unaudited)


(14) Supplemental Financial Statement Information

 
March 31, 2018
 
September 30, 2017
Inventories
 
 
 
Raw materials and supplies
$
42.2

 
$
36.6

Work in process
86.9

 
84.8

Finished products
163.5

 
195.7

Total inventories
$
292.6

 
$
317.1

Other Current Assets
 
 
 
Miscellaneous receivables
$
12.0

 
$
13.7

Prepaid expenses
54.7

 
52.7

Value added tax collectible from customers
20.6

 
23.4

Other
13.0

 
5.1

Total other current assets
$
100.3

 
$
94.9

Property, Plant and Equipment
 
 
 
Land
$
4.6

 
$
4.6

Buildings
124.1

 
122.4

Machinery and equipment
694.7

 
697.9

Construction in progress
20.8

 
19.4

Total gross property
844.2

 
844.3

Accumulated depreciation
(672.5
)
 
(667.8
)
Total property, plant and equipment, net
$
171.7

 
$
176.5

Other Current Liabilities
 
 
 
Accrued advertising, sales promotion and allowances
$
13.0

 
$
21.8

Accrued trade allowances
38.5

 
51.1

Accrued salaries, vacations and incentive compensation
33.6

 
54.4

Income taxes payable
29.9

 
21.6

Other
119.1

 
105.7

Total other current liabilities
$
234.1

 
$
254.6

Other Liabilities
 
 
 
Pensions and other retirement benefits
$
80.7

 
$
87.7

Deferred compensation
39.9

 
41.0

Mandatory transition tax
26.4

 

Other non-current liabilities
51.1

 
49.3

Total other liabilities
$
198.1

 
$
178.0



21

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS
(In millions - Unaudited)


(15) Legal proceedings/contingencies and other obligations

Legal proceedings/contingencies - The Company and its affiliates are subject to a number of legal proceedings in various jurisdictions arising out of its operations. Many of these legal matters are in preliminary stages and involve complex issues of law and fact, and may proceed for protracted periods of time. The amount of liability, if any, from these proceedings cannot be determined with certainty. We are a party to legal proceedings and claims that arise during the ordinary course of business. We review our legal proceedings and claims, regulatory reviews and inspections and other legal proceedings on an ongoing basis and follow appropriate accounting guidance when making accrual and disclosure decisions. We establish accruals for those contingencies where the incurrence of a loss is probable and can be reasonably estimated, and we disclose the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued, if such disclosure is necessary for our financial statements to not be misleading. We do not record liabilities when the likelihood that the liability has been incurred is probable, but the amount cannot be reasonably estimated. Based upon present information, the Company believes that its liability, if any, arising from such pending legal proceedings, asserted legal claims and known potential legal claims which are likely to be asserted, is not reasonably likely to be material to the Company's financial position, results of operations, or cash flows, when taking into account established accruals for estimated liabilities.

Other obligations - In the ordinary course of business, the Company also enters into supply and service contracts. These contracts can include either volume commitments or fixed expiration dates, termination provisions and other standard contractual considerations. At March 31, 2018, the Company had approximately $83 of purchase obligations.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion is meant to provide investors with information that management believes helpful in reviewing Energizer’s historical-basis results of operations, operating segment results, and liquidity and capital resources. Statements in this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) that are not historical may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You should read the following MD&A in conjunction with the Consolidated Financial Statements (unaudited) and corresponding notes included herein. This MD&A contains forward-looking statements. The matters discussed in these forward-looking statements are subject to risk, uncertainties, and other factors that could cause actual results to differ materially from those projected or implied in the forward-looking statements. Please see “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2017 for a discussion of the uncertainties, risks and assumptions associated with these statements as well as in Item 1A. Risk Factors of this Form 10-Q.

All amounts discussed are in millions of U.S. dollars, unless otherwise indicated.

Non-GAAP Financial Measures
The Company reports its financial results in accordance with accounting principles generally accepted in the U.S. ("GAAP"). However, management believes that certain non-GAAP financial measures provide users with additional meaningful comparisons to the corresponding historical or future period. These non-GAAP financial measures exclude items that are not reflective of the Company's on-going operating performance, such as acquisition and integration costs, costs related to the spin, gain on sale of real estate and the one-time impact of the new U.S. tax legislation. In addition, these measures help investors to see year over year comparability when excluding currency fluctuations, acquisition activity as well as other company initiatives that are not on-going. We believe these non-GAAP financial measures are an enhancement to assist investors in understanding our business and in performing analysis consistent with financial models developed by research analysts. Investors should consider non-GAAP measures in addition to, not as a substitute for, or superior to, the comparable GAAP measures. In addition, these non-GAAP measures may not be the same as similar measures used by other companies due to possible differences in method and in the items being adjusted.

We provide the following non-GAAP measures and calculations, as well as the corresponding reconciliation to the closest GAAP measure:


22


Segment Profit. This amount represents the operations of our two reportable segments including allocations for shared support functions. General corporate and other expenses, Global marketing expenses, R&D expenses, amortization expense, interest expense, other items, net and charges related to acquisition and integration and the spin-off and the gain on sale of real estate have all been excluded from segment profit.

Adjusted Earnings Before Income Taxes, Adjusted Net Earnings and Adjusted Diluted Earnings Per Share (EPS) . These measures exclude the impact of the costs related to acquisition and integration, the spin-off, gain on sale of real estate and the one-time impact of the new U.S. income tax legislation.

Organic. This is the non-GAAP financial measurement of the change in revenue, segment profit or other margins that excludes or otherwise adjusts for the impact of currency from the changes in foreign currency exchange rates as defined below:

Impact of currency . The Company evaluates the operating performance of our Company on a currency neutral basis. The impact of currency is the difference between the value of current year foreign operations at the current period ending USD exchange rate, compared to the value of the current year foreign operations at the prior period ending USD exchange rate.
Adjusted Selling, General & Administrative (SG&A) as a percent of sales. Detail for adjusted SG&A as a percent of sales are also supplemental non-GAAP measures. These measures exclude the impact of costs related to acquisition and integration.

Forward-Looking Statements

This document contains both historical and forward-looking statements. Forward-looking statements are not based on historical facts but instead reflect our expectations, estimates or projections concerning future results or events, including, without limitation, the future sales, gross margins, costs, earnings, cash flows, tax rates and performance of Energizer. These statements generally can be identified by the use of forward-looking words or phrases such as "believe," "expect," "expectation," "anticipate," "may," "could," "intend," "belief," "estimate," "plan," "target," "predict," "likely," "will," "should," "forecast," "outlook," or other similar words or phrases. These statements are not guarantees of performance and are inherently subject to known and unknown risks, uncertainties and assumptions that are difficult to predict and could cause our actual results to differ materially from those indicated by those statements. We cannot assure that any of our expectations, estimates or projections will be achieved. The forward-looking statements included in this document are only made as of the date of this document and we disclaim any obligation to publicly update any forward-looking statement to reflect subsequent events or circumstances. Numerous factors could cause our actual results and events to differ materially from those expressed or implied by forward-looking statements, including, without limitation:

market and economic conditions;
market trends in the categories in which we compete;
our ability to close the proposed Spectrum acquisition of the global battery, lighting, and portable power business (the “Business”), which may be delayed or may not close at all due to the failure to obtain required regulatory approvals, or satisfy other closing conditions;
our ability to obtain financing for the Spectrum acquisition on favorable terms;
our ability to acquire and integrate businesses, and to realize the projected results of acquisitions, including our ability to promptly and effectively integrate the Business after the Spectrum acquisition has closed, and our ability to obtain expected cost savings, synergies and other anticipated benefits of the Spectrum acquisition within the expected timeframe;
the impact of the pending Spectrum acquisition on the respective business operations;
the success of new products and the ability to continually develop and market new products;
our ability to attract, retain and improve distribution with key customers;
our ability to continue planned advertising and other promotional spending;
our ability to timely execute strategic initiatives, including restructurings, and international go-to-market changes in a manner that will positively impact our financial condition and results of operations and does not disrupt our business operations;
the impact of strategic initiatives, including restructurings, on our relationships with employees, customers and vendors;

23


our ability to maintain and improve market share in the categories in which we operate despite heightened competitive pressure;
our ability to improve operations and realize cost savings;
the impact of foreign currency exchange rates and currency controls, as well as offsetting hedges, including the impact of the United Kingdom's referendum vote and announced intention to exit the European Union;
the impact of raw materials and other commodity costs;
the impact of legislative changes or regulatory determinations or changes by federal, state and local, and foreign authorities, including customs and tariff determinations, as well as the impact of potential changes to tax laws, policies and regulations;
costs and reputational damage associated with cyber-attacks or information security breaches or other events;
the impact of advertising and product liability claims and other litigation; and
compliance with debt covenants and maintenance of credit ratings as well as the impact of interest and principal repayment of our existing and any future debt.

In addition, other risks and uncertainties not presently known to us or that we consider immaterial could affect the accuracy of any such forward-looking statements. The list of factors above is illustrative, but by no means exhaustive. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. Additional risks and uncertainties include those detailed from time to time in our publicly filed documents, including those described under the heading “Risk Factors” in our Form 10-K filed with the Securities and Exchange Commission on November 14, 2017 as well as in Item 1A. Risk Factors of this Form 10-Q.

Acquisition

On January 15, 2018, the Company entered into a definitive acquisition agreement with Spectrum Brands Holdings, Inc. to acquire its global battery, lighting, and portable power business (Spectrum acquisition) for a purchase price of $2,000.0 in cash, subject to certain purchase price adjustments. Energizer intends to fund the Spectrum acquisition through a combination of existing cash and committed debt facilities, expected to ultimately consist of a new term loan and senior notes. In addition, Energizer intends to maintain its existing senior notes, maturing in 2025. The closing of this transaction is subject to various conditions and regulatory approvals, but is expected to close in the second half of calendar 2018.

The Company is also committed to pay a $100.0 termination fee to Spectrum if the transaction does not close by July 15, 2019, and all conditions precedent to the Company’s obligation to consummate the Spectrum acquisition have otherwise been satisfied except for one or more of the regulatory approval conditions specified in the acquisition agreement. Success fees of $11.0 are due to the financial adviser, subject to the closing of the transaction. In addition, $2.0 was paid in January to the financial adviser for services rendered on the transaction.

The Company incurred $19.4 and $25.1 of pre-tax acquisition and integration costs in the quarter and six months ended March 31, 2018, respectively. Included in the current quarter, pre-tax acquisition and integration costs were $2.9 of debt commitment fees related to the Spectrum acquisition that were recorded in Interest expense. The remaining pre-tax acquisition and integration costs were recorded in SG&A and primarily related to legal, consulting and advisory fees to assist with obtaining regulatory approval around the globe and to plan for the closing and integration of the Spectrum acquisition. The Company also incurred $ 5.5 of acquisition tax withholding costs in the current quarter related to anticipated cash movement to fund the acquisition.

While we currently expect the Spectrum acquisition will occur in the second half of calendar year 2018, given the uncertainty of the exact closing date, we are unable to forecast the amount of acquisition and integration costs that will be incurred in fiscal 2018.


24


Highlights / Operating Results

Financial Results (in millions, except per share data)

Energizer reported second fiscal quarter net earnings of $7.8 , or $0.13 per diluted share. This compares to net earnings of $46.9 , or $0.75 per diluted share, in the prior year second fiscal quarter. Adjusted net earnings per diluted share were $0.45 for the second fiscal quarter as compared to $0.50 in the prior year quarter, a decrease of 10.0%.
Energizer reported net earnings of $68.2 , or $1.11 per diluted share, for the six months ended March 31, 2018. This compares to net income of $142.5 , or $2.27 per diluted share in the prior year comparative period. Adjusted net earnings per diluted share of $2.01 for the six months ended March 31, 2018 were flat as compared to the six months ended March 31, 2017.

25


Earnings before income taxes, Net earnings and Diluted EPS for the time periods presented were impacted by certain items related to spin restructuring costs, acquisition and integration costs, gain on sale of real estate and the one-time impact of the new U.S. tax legislation as described in the tables below. The impact of these items are provided below as a reconciliation of Earning before income taxes, Net earnings and Diluted EPS to adjusted Earnings before income taxes, adjusted Net earnings and adjusted Diluted EPS, which are non-GAAP measures. See disclosure on non-GAAP measures above.
 
 
For the Quarters Ended March 31,
(in millions, except per share data)
 
Earnings Before Income Taxes
 
Net Earnings
 
Diluted EPS
 
 
2018
 
2017
 
2018
 
2017
 
2018
 
2017
Reported - GAAP
 
$
17.8

 
$
59.3

 
$
7.8

 
$
46.9

 
$
0.13

 
$
0.75

Impacts: Expense (Income)
 
 
 
 
 
 
 
 
 
 
 
 
  Spin restructuring
 

 
(2.5
)
 

 
(1.4
)
 

 
(0.02
)
  Acquisition and integration costs (1)
 
19.4

 
1.7

 
14.1

 
1.1

 
0.23

 
0.01

  Acquisition withholding tax (2)
 

 

 
5.5

 

 
0.09

 

  Gain on sale of real estate
 

 
(15.2
)
 

 
(15.2
)
 

 
(0.24
)
  One-time impact of the new U.S. tax legislation
 

 

 
0.2

 

 

 

     Adjusted - Non-GAAP (3)
 
$
37.2

 
$
43.3

 
$
27.6

 
$
31.4

 
$
0.45

 
$
0.50

Weighted average shares - Diluted
 


 


 


 

 
61.1

 
62.8

 
 
For the Six Months Ended March 31,
(in millions, except per share data)
 
Earnings Before Income Taxes
 
Net Earnings
 
Diluted EPS
 
 
2018
 
2017
 
2018
 
2017
 
2018
 
2017
Reported - GAAP
 
$
136.8

 
$
193.4

 
$
68.2

 
$
142.5

 
$
1.11

 
$
2.27

Impacts: Expense (Income)
 
 
 
 
 
 
 
 
 
 
 
 
  Spin restructuring
 

 
(3.8
)
 

 
(2.4
)
 

 
(0.04
)
  Acquisition and integration costs (1)
 
25.1

 
2.5

 
18.2

 
1.6

 
0.30

 
0.02

  Acquisition withholding tax (2)
 

 

 
5.5

 

 
0.09

 

  Gain on sale of real estate
 

 
(15.2
)
 

 
(15.2
)
 

 
(0.24
)
  One-time impact of the new U.S. tax legislation
 

 

 
31.2

 

 
0.51

 

     Adjusted - Non-GAAP (4)
 
$
161.9

 
$
176.9

 
$
123.1

 
$
126.5

 
$
2.01

 
$
2.01

Weighted average shares - Diluted
 
 
 
 
 
 
 
 
 
61.3

 
62.9

(1) The quarter and six months ended March 31, 2018 includes $2.9 of Spectrum acquisition debt commitment fees recorded to interest expense. The quarter and six months ended March 31, 2017, includes $0.2 recorded to COGS from our auto care acquisition. All other acquisition and integration costs were recorded in SG&A.
(2) This represents the current quarter tax withholding expense related to anticipated cash movement to fund the Spectrum acquisition.
(3) The effective tax rate for the quarters ended March 31, 2018 and 2017 for the Adjusted - Non-GAAP Net Earnings and Diluted EPS was 25.8% and 27.5% , respectively, as calculated utilizing the statutory rate for where the costs were incurred. The net tax impact associated with the non-GAAP adjustments highlighted in the table was a benefit of $0.4 and $0.5, respectively, for the quarters ended March 31, 2018 and 2017.
(4) The effective tax rate for the six months ended March 31, 2018 and 2017 for the Adjusted - Non-GAAP Net Earnings and Diluted EPS was 24.0% and 28.5% , respectively, as calculated utilizing the statutory rate for where the costs were incurred. The net tax impact associated with the non-GAAP adjustments highlighted in the table was a benefit of $29.8 and $0.5, respectively, for the six months ended March 31, 2018 and 2017.

26


Highlights
Total Net Sales (In millions - Unaudited)
 
 
 
 
Quarter Ended March 31, 2018
 
 
 
 
Total Net Sales
 
Q2
 
% Chg
 
Six Months
 
% Chg
Net sales - FY '17
 
$
359.0

 
 
 
$
918.6

 
 
Organic
 
6.6

 
1.8
%
 
12.5

 
1.4
%
Impact of currency
 
8.8

 
2.5
%
 
16.6

 
1.8
%
Net sales - FY '18
 
$
374.4

 
4.3
%
 
$
947.7

 
3.2
%
See non-GAAP measure disclosures above.

Net sales were $374.4 for the second quarter of 2018, an increase of $15.4 as compared to the prior year quarter driven by the following items:

Organic net sales were up 1.8% in the second fiscal quarter due to the following items:

Investments made for our portfolio realignment in the back half of fiscal 2017 benefited our top-line in fiscal 2018 accounting for 1.3% of the organic sales increase;

Favorable pricing across several markets increased net sales by 1.2%; and

The impact of inventory phasing and mix was slightly positive at 0.2%, while the May 2017 divestiture of the non-core promotional sales business acquired with the auto care acquisition negatively impacted net sales by 0.9%.

Favorable currency impacts were $8.8 , or 2.5% .

Net sales for the six months ended March 31, 2018 were $947.7 , an increase of $29.1 as compared to the prior year comparative period driven by the following items:

Organic sales increased 1.4% primarily driven by:

Favorable pricing across several markets increased net sales by 1.8%;

Investments made for our portfolio realignment in the back half of fiscal 2017 benefited our top-line in fiscal 2018 accounting for 0.8% of the organic sales increase; and

Partially offsetting the above increases in organic net sales was the net impact of retailer merchandising changes in the U.S. that negatively impacted net sales by 0.1%, lapping of storm volume from prior year of 0.6% and the May 2017 divestiture of the non-core promotional sales business acquired with the auto care acquisition negatively impacted net sales by 0.7%.

Favorable currency impacts were $16.6 , or 1.8% .

Gross margin percentage for the second fiscal quarter of 2018 was 45.0% and was down 180 basis points compared to prior year. Excluding prior year acquisition and integration costs of $0.2, gross margin decreased 180 basis points from the prior year due to less favorable overhead absorption in the current quarter, unfavorable product mix driven by changes related to our portfolio optimization and increased commodity costs.

Gross margin percentage for the six months ended March 31, 2018 was down 70 basis points. Excluding prior year acquisition and integration costs of $0.2, gross margin decreased 80 basis points driven by less favorable overhead absorption, unfavorable product mix driven by changes related to our portfolio optimization, and investments made in continuous improvement initiatives.


27


Advertising and sales promotion expense (A&P) was $20.9 , or 5.6% of net sales, in the second fiscal quarter of 2018, as compared to $16.6 , or 4.6% of net sales, in the prior fiscal quarter 2017. A&P was $58.2 , or 6.1% of net sales, for the six months ended March 31, 2018, as compared to $50.9 , or 5.5% of net sales, in the prior year comparative period. The increase versus the quarter and six month comparative periods was a result of spending in fiscal 2017 being heavily weighted to the second half of the fiscal year in support of our portfolio optimization, which continued into the first quarter of fiscal 2018.

Selling, general, and administrative expense (SG&A) was $104.2 in the second fiscal quarter of 2018, or 27.8% of net sales, as compared to $92.7 , or 25.8% of net sales, in the prior period. Included in the second fiscal quarter 2018 and 2017 results were acquisition and integration costs of $16.5 and $1.5 , respectively. Excluding acquisition and integration costs, SG&A was $87.7 , a decrease of $3.5 versus the prior year primarily due to a reduction in legal reserves. SG&A, excluding acquisition and integration costs, was 23.4% of net sales as compared to 25.4% in the prior year.
SG&A was $203.4 for the six months ended March 31, 2018, or 21.5% of net sales, as compared to $177.1 or 19.3% of net sales, in the prior year comparative period. Included in the six months ended March 31, 2018 and 2017 results were acquisition and integration costs of $22.2 and $2.3 , respectively. Excluding the acquisition and integration costs, SG&A was $181.2 , an increase of $6.4 over the prior year. The increase was due to current year investments in our continuous improvement initiatives to simplify, streamline and reduce costs of our business processes, partially offset by a reduction in legal reserves versus the prior year. SG&A, excluding acquisition and integration costs were 19.1% of net sales compared to 19.0% in the prior year, essentially flat.
Research and Development (R&D) was flat at $5.4 , or 1.4% of net sales, for the quarter ended March 31, 2018 , as compared to $5.1 , or 1.4% of net sales, in the prior year comparative period. For the six months ended March 31, 2018, R&D was $10.7 , or 1.1% of net sales, as compared to $10.9 , or 1.2% of net sales in the prior year comparative period.
Interest expense was $16.5 for the second fiscal quarter of 2018, compared to $13.1 for the prior year comparative period. Interest expense was $29.9 for the six months ended March 31, 2018, and $26.4 for the prior year comparative period. The fiscal quarter and six months ended March 31, 2018 expense included $2.9 of debt commitment fees related to the Spectrum acquisition.
Other items, net was expense of $0.9 for the second fiscal quarter of 2018 compared to income of $4.2 for the prior year first quarter. The current year expense primarily reflects net revaluation losses on nonfunctional currency balance sheet exposures and translational hedge losses offset by the impact of interest income, non-compensation related pension benefit and net transactional hedge gains. The prior fiscal quarter income of $4.2 reflects the net impact of interest income, non-compensation related pension benefit and net hedging contract gains slightly offset by net revaluation losses on nonfunctional currency balance sheet exposures.  

Other items, net was expense of $2.2 for the six months ended March 31, 2018 and income of $5.8 for the prior year comparative period. The six months ended March 31, 2018 results primarily reflect net revaluation losses on nonfunctional currency balance sheet exposures and translational hedge losses offset by the impact of interest income, non-compensation related pension benefit and transactional hedge gains. The six months ended March 31, 2017 income of $5.8 reflects the net impact of interest income, non-compensation related pension benefit and hedging contract gains partially offset by net revaluation losses on nonfunctional currency balance sheet exposures and transactional hedge losses.

The effective tax rate was 50.1% as compared to 26.3% for the prior year comparative period. The current year rate includes a $31.2 million charge for the one-time impact of the new U.S. tax legislation passed in December 2017, as well as the current quarter impact of tax withholding expense of $5.5 related to anticipated cash movement to fund the Spectrum acquisition. Excluding the impact of our Non-GAAP adjustments, the year to date tax rate was 24.0% as compared to 28.5% in the prior year. The decrease in the rate is driven by the U.S. tax legislation and takes into account the new statutory U.S. rate that is now effective for fiscal year 2018.


Spin Costs

There were no costs associated with the spin transaction recorded in fiscal 2018 as the project has been completed. During the quarter ended March 31, 2017 , the Company recorded income of $2.5 in spin restructuring

28


reflecting the true up of previously accrued contract termination costs related to the fiscal 2016 right-sizing of the corporate headquarters. For the six months ended March 31, 2017, the Company recorded income of $3.8 in spin restructuring reflecting the second quarter's activity as well as the first quarter sale of a facility in North America that was previously closed as a part of the spin for a gain of $1.3 . The total costs incurred or allocated to Energizer for the spin were $197.6 , inclusive of the costs of early debt retirement recorded in fiscal 2015. We do not expect any additional costs related to spin.

Segment Results

Operations for Energizer are managed via two major geographic reportable segments: Americas and International. Prior to this quarter, the International segment was reported as two separate geographic reportable segments: Europe, Middle East and Africa (EMEA) and Asia Pacific. The Company changed its reporting structure to reflect how the Company is managing the operations as well as what the chief operating decision maker is reviewing to make organizational decisions about resource allocation. The prior period segment information has been recast to reflect the current reportable segment structure of the Company.

Segment performance is evaluated based on segment operating profit, exclusive of general corporate expenses, share-based compensation costs, costs associated with restructuring initiatives, acquisition and integration activities, amortization costs, business realignment activities, research & development costs, gain on sale of real estate and other items determined to be corporate in nature. Financial items, such as interest income and expense, are managed on a global basis at the corporate level. The exclusion of substantially all acquisition, integration, restructuring and realignment costs from segment results reflects management’s view on how it evaluates segment performance.

Energizer’s operating model includes a combination of standalone and shared business functions between the geographic segments, varying by country and region of the world. Shared functions include, but are not limited to, IT, procurement and finance. Energizer applies a fully allocated cost basis, in which shared business functions are allocated between segments. Such allocations are estimates, and do not represent the costs of such services if performed on a standalone basis. This structure is the basis for Energizer's reportable operating segments information, as included in the tables in Note 7, Segments, to the unaudited Consolidated Condensed Financial Statements for the periods ended March 31, 2018 .

29



Segment sales and profitability analysis for the quarter and six months ended March 31, 2018 are presented below.
Net Sales (In millions)
Quarter and Six Months Ended March 31, 2018
 
Quarter Ended March 31, 2018
 
Six Months Ended March 31, 2018
 
$ Change
% Chg
 
$ Change
% Chg

Americas
 
 
 
 
 
Net sales - FY '17
$
218.5

 
 
$
583.6

 
Organic
6.3

2.9
 %
 
13.5

2.3
 %
Impact of currency
(0.7
)
(0.3
)%
 
0.1

 %
Net Sales - FY '18
$
224.1

2.6
 %
 
$
597.2

2.3
 %
 
 
 
 
 
 
International
 
 
 
 
 
Net sales - FY '17
$
140.5

 
 
$
335.0

 
Organic
0.3

0.2
 %
 
(1.0
)
(0.3
)%
Impact of currency
9.5

6.8
 %
 
16.5

4.9
 %
Net Sales - FY '18
$
150.3

7.0
 %
 
$
350.5

4.6
 %
 
 
 
 
 
 
Total Net Sales
 
 
 
 
 
Net sales - FY '17
$
359.0

 
 
$
918.6

 
Organic
6.6

1.8
 %
 
12.5

1.4
 %
Impact of currency
8.8

2.5
 %
 
16.6

1.8
 %
Net Sales - FY '18
$
374.4

4.3
 %
 
$
947.7

3.2
 %

Results for the Quarter Ended March 31, 2018

Americas reported a net sales increase of 2.6% which was negatively impacted by foreign currency of $0.7 , or 0.3% . Organic net sales increased 2.9% due primarily to the favorable net impact from our portfolio optimization and favorable pricing across several markets. These amounts were partially offset by retailer merchandising changes and the May 2017 divestiture of the non-core promotional sales business acquired with the auto care acquisition.

International reported net sales increased 7.0% positively impacted by foreign currency of 6.8% . Organic net sales increased 0.2% as new distribution was partially offset by unfavorable customer mix.

Results for the Six Months Ended March 31, 2018

Americas reported net sales improved 2.3% . This growth was driven by an increase in organic sales of 2.3% due primarily to price increases and the favorable net impact of our portfolio optimization. These amounts were partially offset by the retailer merchandising changes, lapping of storm volume and the May 2017 divestiture of the non-core promotional sales business acquired with the auto care acquisition. The impact of foreign currency was essentially flat with a slight increase of $0.1 , or 0.0% .

International reported net sales improved 4.6% . This growth was driven by the positive impact of foreign currency of $16.5 , or 4.9% partially offset by a decrease in organic net sales of 0.3% resulting from a shift of holiday orders into the fourth quarter of fiscal 2017 and unfavorable customer mix despite distribution gains and price increases taken in several markets.

30


Segment Profit (In millions)
Quarter and Six Months Ended March 31, 2018
 
Quarter Ended March 31, 2018
 
Six Months Ended March 31, 2018
 
$ Change
% Chg
 
$ Change
% Chg
Americas
 
 
 
 
 
Segment Profit - FY '17
$
60.5

 
 
$
183.6

 
Organic
(4.2
)
(6.9
)%
 
(4.7
)
(2.6
)%
Impact of currency
(0.6
)
(1.0
)%
 
(0.1
)
 %
Segment Profit - FY '18
$
55.7

(7.9
)%
 
$
178.8

(2.6
)%
 
 
 
 
 
 
International
 
 
 
 
 
Segment Profit - FY '17
$
33.3

 
 
$
84.1

 
Organic
(5.5
)
(16.5
)%
 
(11.5
)
(13.7
)%
Impact of currency
6.3

18.9
 %
 
10.7

12.7
 %
Segment Profit - FY '18
$
34.1

2.4
 %
 
$
83.3

(1.0
)%
 
 
 
 
 
 
Total Segment Profit
 
 
 
 
 
Segment Profit - FY '17
$
93.8

 
 
$
267.7

 
Organic
(9.7
)
(10.3
)%
 
(16.2
)
(6.1
)%
Impact of currency
5.7

6.0
 %
 
10.6

4.0
 %
Segment Profit - FY '18
$
89.8

(4.3
)%
 
$
262.1

(2.1
)%
Refer to Note 7, Segments, in the unaudited Condensed Consolidated Financial Statements for a reconciliation from segment profit to earnings before income taxes.

Results for the Quarter Ended March 31, 2018

Global reported segment profit declined by $4.0 , or 4.3% . Excluding the favorable movement in foreign currencies of $5.7 , organic segment profit decreased $9.7 , or 10.3% , in the current fiscal period. Top-line growth in the quarter was more than offset by the decrease in gross margin due to less favorable overhead absorption versus the prior fiscal quarter, unfavorable product mix driven by changes related to our portfolio optimization and increased commodity costs. In addition, higher A&P spending versus the prior year contributed to the decrease as spending in fiscal 2017 was heavily weighted in the second half of the fiscal year in support of our portfolio optimization.

Americas reported segment profit declined $4.8, or 7.9% . Exclusive of the negative impact from foreign currency of $0.6 , organic segment profit decreased by $4.2 as top-line growth was fully offset by the decrease in gross margin driven by unfavorable product mix driven by changes related to our portfolio optimization. Increased A&P spending also contributed to the decrease as spending in fiscal 2017 was heavily weighted in the second half of the fiscal year in support of our portfolio optimization.

International reported segment profit improved $0.8 , or 2.4% . Excluding the favorable movement in foreign currencies of $6.3 , organic segment profit decreased $5.5 , or 16.5% driven by unfavorable product and customer mix in the current fiscal quarter.

Results for the Six Months Ended March 31, 2018

Global reported segment profit declined by $5.6 , or 2.1% . Excluding the favorable movement in foreign currencies of $10.6 , organic segment profit decreased $16.2 , or 6.1% , in the current fiscal period as top-line growth was fully offset by a decrease in gross margin driven by unfavorable product and customer mix, increases in SG&A due to our continuous improvement initiatives to simplify and streamline our business processes to reduce costs and increased A&P spending versus the prior year as spending in fiscal 2017 was heavily weighted in the second half of the fiscal year in support of our portfolio optimization.


31


Americas reported segment profit declined by $4.8 , or 2.6% , compared to the prior period. Excluding the unfavorable movement in foreign currencies of $0.1 , organic segment profit decreased by $4.7 , or 2.6% , in the current fiscal period as top-line growth was fully offset by the decrease in gross margin driven by unfavorable product and customer mix and increased A&P spending versus the prior year as spending in fiscal 2017 was heavily weighted in the second half of the fiscal year in support of our portfolio optimization.

International reported segment profit declined $0.8 , or 1.0% , compared to the prior period. Excluding the favorable movement in foreign currencies of $10.7 , organic segment profit decreased by $11.5 , or 13.7% in the current fiscal period driven by unfavorable product and customer mix and increased overhead spending due to current year investments in our continuous improvement initiatives.

General Corporate and Global Marketing Expenses
 
For the Quarter Ended March 31,
 
For the Six Months Ended March 31,
 
2018
 
2017
 
2018
 
2017
    General corporate and other expenses
$
24.7

 
$
29.5

 
$
46.3

 
$
46.7

    Global marketing expense
5.2

 
4.0

 
8.4

 
7.0

General corporate and global marketing expense
$
29.9

 
$
33.5

 
$
54.7

 
$
53.7

% of Net Sales
8.0
%
 
9.3
%
 
5.8
%
 
5.8
%

For the quarter ended March 31, 2018 , general corporate and other expenses were $24.7 , a decrease of $4.8 as compared to the prior year comparative period primarily due to a reduction in legal reserves versus the prior year. For the six months ended March 31, 2018, general corporate and other expenses were $46.3 , a decrease of $0.4 as compared to the prior year due to a reduction in legal reserves versus the prior year offset by higher compensation costs and mark to market expense on our unfunded deferred compensation liability.

For the quarter and six months ended March 31, 2018, respectively, global marketing expenses were $5.2 and $8.4 , respectively, compared to $4.0 and $7.0 in the prior year comparative periods. The global marketing expense represents a center led approach to managing global marketing activities in support our brands.

Liquidity and Capital Resources

Energizer’s primary future cash needs will be centered on operating activities, working capital and strategic investments. We believe that our future cash from operations, together with our access to capital markets, will provide adequate resources to fund our operating and financing needs. Our access to, and the availability of, financing on acceptable terms in the future will be affected by many factors, including: (i) our credit rating, (ii) the liquidity of the overall capital markets and (iii) the current state of the economy. There can be no assurances that we will continue to have access to capital markets on terms acceptable to us. See the “Risk Factors” section of our Annual Report on Form 10-K for the year ended September 30, 2017 filed with the Securities and Exchange Commission on November 14, 2017 as well as in Item 1A. Risk Factors of this Form 10-Q.
 
Cash is managed centrally with net earnings reinvested locally and working capital requirements met from existing liquid funds. At March 31, 2018 , Energizer had $490.3 of cash and cash equivalents, substantially all of which was held outside of the U.S. Given our extensive international operations, a significant portion of our cash is denominated in foreign currencies. We manage our worldwide cash requirements by reviewing available funds among the many subsidiaries through which we conduct our business and the cost effectiveness with which those funds can be accessed. The repatriation of cash balances from certain of our subsidiaries could have adverse tax consequences or be subject to regulatory capital requirements; however, those balances are generally available without legal restrictions to fund ordinary business operations.

The Company plans to finance the Spectrum acquisition purchase price of $2,000.0 , subject to certain purchase price adjustments, through a combination of existing cash and committed debt facilities, expected to ultimately consist of a new term loan and senior notes. The Company incurred $ 5.5 of acquisition tax withholding costs in the current quarter related to anticipated cash movement to fund the acquisition.


32


The Company is also committed to pay a $100.0 termination fee to Spectrum if the transaction does not close by July 15, 2019, and all conditions precedent to the Company’s obligation to consummate the acquisition have otherwise been satisfied except for one or more of the regulatory approval conditions specified in the acquisition agreement. Success fees of $11.0 are due to the financial adviser, subject to the closing of the transaction. In addition, $2.0 was paid in January to the financial adviser for services rendered on the transaction.

The Company has a $350.0 senior secured revolving credit facility (Revolving Facility) which matures in 2020. Borrowings under the Revolving Facility will bear interest at LIBOR or the Base Rate (as defined) plus the applicable margin based on total Company leverage. As of March 31, 2018 , the Company had $140.0 of outstanding borrowings under the Revolving Facility and had $6.7 of outstanding letters of credit. Taking into account outstanding letters of credit, $203.3 remains available as of March 31, 2018 .

Operating Activities

Cash flow from operating activities was $160.6 in the six months ended March 31, 2018 , as compared to $124.3 in the prior year comparative period. The increase was primarily driven by the year over year improvement in working capital of approximately $34. Accounts receivable was the main driver in the working capital improvement as the strong operating performance in the last quarter of fiscal 2017, largely driven by hurricane activity in the U.S., distribution gains in international markets and timing of holiday activity resulted in higher collections in the first two quarters of 2018 as compared to 2017.

Investing Activities

Net cash used by investing activities was $11.3 and from investing activities was $10.8 in six months ended March 31, 2018 and 2017, respectively, and consisted of the following:

Capital expenditures of $11.3 and $12.3 in the six months ended March 31, 2018 and 2017, respectively. These capital expenditures were funded by cash flow from operations.

The prior year expenditures were fully offset by proceeds from the sale of assets of $23.1 . The proceeds were primarily related to the sale of a previously closed facility in the first quarter and office space in the second quarter.

Investing cash outflows of approximately $30 to $35 are anticipated for the full fiscal year 2018 for capital expenditures relating to maintenance, product development and cost reduction initiatives. Total capital expenditures are expected to be financed with funds generated from operations.

Financing Activities

Net cash used by financing activities was $45.4 for the six months ended March 31, 2018 as compared to $39.2 in the prior fiscal year comparative period. For six months ended March 31, 2018 , cash flow used by financing activities consists of the following:

Net increase in debt with original maturities of 90 days or less of $43.4 , primarily related to borrowings on our Revolving Facility;

Dividends paid of $35.0 (see below);

Common stock repurchases of $50.0 at an average price of $44.41 per share (see below);

Taxes paid for withheld share-based payments of $1.8 ; and

Payments of debt with maturities greater than 90 days of $2.0 .

For the six months ended March 31, 2017, cash used by financing activities consisted of the following:

Net increase in debt with original maturities of 90 days or less of $16.0 , primarily related to borrowings on our Revolving Facility;

33



Dividends paid of $35.1 ;

Common stock repurchases of $9.3 ;

Taxes paid for withheld share-based payments of $8.2 ;

Payments of debt with maturities greater than 90 days of $2.0 ; and

Debt issuance costs of $0.6.

Dividends

On November 13, 2017, the Board of Directors declared a dividend for the first quarter of fiscal 2018 of $0.29 per share of common stock. The dividend was paid on December 14, 2017 to shareholders on record as of November 30, 2017 and totaled $17.3 .

On January 29, 2018, the Board of Directors declared a dividend for the second quarter of fiscal 2018 of $0.29 per share of common stock. The dividend was paid on March 13, 2018 to shareholders on record as of November 30, 2017 and totaled $17.3.

The incremental dividend payments of $ 0.4 made in the first six months of 2018 were related to restricted stock awards that vested during November 2017.

Subsequent to the fiscal quarter end, on April 30, 2018, the Board of Directors declared a dividend for the third quarter of 2018 of $0.29 per share of common stock, payable on June 13, 2018 to all shareholders of record as of the close of business May 21, 2018.

Share Repurchases

In July 2015, the Company's Board of Directors approved an authorization for the Company to acquire up to 7.5 million shares of its common stock. During the six months ended March 31, 2018 , the Company repurchased 1,126,379 shares at an average price of $44.41 per share, or $50.0 , under this authorization. Future share repurchase, if any, will be determined by the Company based on its evaluation of the market conditions, capital allocation objectives, legal and regulatory requirements and other factors.

From July 2015 and through the date of this filing, a total of 3.3 million shares were repurchased on the open market at an average price of $42.17 under the current share repurchase authorization. At January 31, 2018, the date of this filing, 4.2 million shares remain available for repurchase.

Other Matters

Environmental Matters

Accrued environmental costs at March 31, 2018 were $5.1. It is difficult to quantify with certainty the cost of environmental matters, particularly remediation and future capital expenditures for environmental control equipment. Total environmental capital expenditures and operating expenses are not expected to have a material effect on our total capital and operating expenditures, earnings or competitive position. However, current environmental spending estimates could be modified as a result of changes in our plans or our understanding of underlying facts, changes in legal requirements, including any requirements related to global climate change, or other factors.


34


Contractual Obligations

A summary of Energizer's significant contractual obligations at March 31, 2018 is show below:
 
Total
Less than 1 year
1 - 3 years
3 - 5 years
More than 5 years
Long term debt, including current maturities
$
990.0

$
4.0

$
8.0

$
378.0

$
600.0

Interest on long-term debt (1)
312.0

48.4

96.4

84.7

82.5

Notes payable
147.4

147.4




Operating leases
73.0

13.4

20.7

5.4

33.5

Pension plans (2)
6.5

6.5




Purchase obligations and other (3)
83.2

43.7

39.5



Mandatory transition tax
28.8

2.4

4.8

5.9

15.7

Total
$
1,640.9

$
265.8

$
169.4

$
474.0

$
731.7


(1) The above table is based upon the debt balance and LIBOR rate as of March 31, 2018. In March 2017, Energizer entered into an interest rate swap agreement with one major financial institution that fixed the variable benchmark component (LIBOR) on $200 of Energizer's variable rate debt through June 2022 at an interest rate of 2.03%.
(2) Globally, total expected pension contributions for the Company for fiscal year 2018 are estimated to be $8.9. The Company has made payments of $2.4 year to date. The projected payments beyond fiscal year 2018 are not currently estimable.
(3) Included in the table above are future purchase commitments for goods and services which are legally binding and that specify all significant terms including price and/or quantity.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market Risk Sensitive Instruments and Positions

The market risk inherent in the Company's financial instruments’ positions represents the potential loss arising from adverse changes in currency rates, commodity prices and interest rates. The following risk management discussion and the estimated amounts generated from the sensitivity analysis are forward-looking statements of market risk assuming certain adverse market conditions occur. The Company's derivatives are used only for identifiable exposures, and we have not entered into hedges for trading purposes where the sole objective is to generate profits.

Derivatives Designated as Cash Flow Hedging Relationships

A significant share of Energizer's product cost is more closely tied to the U.S. dollar than to the local currencies in which the product is sold. As such, a weakening of currencies relative to the U.S. dollar results in margin declines unless mitigated through pricing actions, which are not always available due to the economic or competitive environment. Conversely, strengthening of currencies relative to the U.S. dollar can improve reported results. The primary currencies to which Energizer is exposed include the Euro, the British pound, the Canadian dollar and the Australian dollar. However, the Company also has significant exposures in many other currencies which, in the aggregate, may have a material impact on the Company's operations.

The Company has entered into a series of forward currency contracts to hedge the cash flow uncertainty of forecasted inventory purchases due to short term currency fluctuations. Energizer’s foreign affiliates, which have the largest exposure to U.S. dollar purchases, have the Euro, the British pound, the Canadian dollar and the Australian dollar as their local currencies. These foreign currencies represent a significant portion of Energizer's foreign currency exposure. At March 31, 2018 and September 30, 2017, Energizer had an unrealized pre-tax loss of $2.3 and $5.8 , respectively, on these forward currency contracts accounted for as cash flow hedges, included in Accumulated other comprehensive loss on the Unaudited Condensed Consolidated Balance Sheets. Assuming foreign exchange rates versus the U.S. dollar remain at March 31, 2018 levels over the next twelve months, $2.3 of the pre-tax loss included in Accumulated other comprehensive loss at March 31, 2018 , is expected to be included in earnings. Contract maturities for these hedges extend into fiscal year 2019.


35


Derivatives Not Designated as Cash Flow Hedging Relationships

Energizer's foreign subsidiaries enter into internal and external transactions that create nonfunctional currency balance sheet positions at the foreign subsidiary level. These exposures are generally the result of intercompany purchases, intercompany loans and to a lesser extent, external purchases, and are revalued in the foreign subsidiary’s local currency at the end of each period. Changes in the value of the non-functional currency balance sheet positions in relation to the foreign subsidiary’s local currency results in an exchange gain or loss recorded in Other items, net on the Consolidated Statements of Earnings and Comprehensive Income. The primary currency to which Energizer’s foreign subsidiaries are exposed is the U.S. dollar.

The Company enters into foreign currency derivative contracts which are not designated as cash flow hedges for accounting purposes to hedge balance sheet exposures. Any gains or losses on these contracts are expected to be offset by exchange gains or losses on the underlying exposures, thus they are not subject to significant market risk. The change in estimated fair value of the foreign currency contracts for the quarter and six months ended March 31, 2018 resulted in income of $1.0 and $1.3 , respectively, and income of $0.6 and loss of $1.3 for the quarter and six months ended March 31, 2017 , respectively, and was recorded in Other items, net on the unaudited Consolidated Statements of Earnings and Comprehensive Income (Condensed).

Commodity Price Exposure

The Company uses raw materials that are subject to price volatility. The Company has used, and may in the future use, hedging instruments to reduce exposure to variability in cash flows associated with future purchases of certain raw materials and commodities. At March 31, 2018 , there were no open derivative or hedging instruments for future purchases of raw materials or commodities.
 
Interest Rate Exposure

The Company has interest rate risk with respect to interest expense on variable rate debt. At March 31, 2018 , Energizer had variable rate debt outstanding with an original principal balance of $400.0 under the Term Loan. In March 2017, the Company also entered into an interest rate swap agreement with one major financial institution that fixed the variable benchmark component (LIBOR) on $200.0 of Energizer's variable rate debt through June 2022 at an interest rate of 2.03% .

In February 2018, the Company entered into a forward starting interest rate swap with an effective date of October 1, 2018, with one major financial institution that will fix the variable benchmark component (LIBOR) on additional variable rate debt at an interest rate of 2.47%. At the effective date, the swap will have a notional value of $400.0. Beginning April 1, 2019, the notional amount decreases $50.0 each quarter until its termination date of December 31, 2020.

For the quarter ended March 31, 2018 , our weighted average interest rate on variable rate debt, inclusive of the interest rate swap, was 3.80% .

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures
 
We maintain a comprehensive set of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) designed to ensure that information required to be disclosed in our filings under the Exchange Act is recorded, processed, summarized and reported accurately and within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to Energizer's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Based on that evaluation performed, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of March 31, 2018 , to provide reasonable assurance of the achievement of these objectives. Notwithstanding the foregoing, there can be no assurance that the Company's disclosure controls and procedures will detect or uncover all failures of persons within the Company and its consolidated subsidiaries to report material information otherwise required to be set forth in the Company's reports.


36



They have also determined in their evaluation that there was no change in the Company's internal control over financial reporting during the quarter ended March 31, 2018 that has materially affected or is reasonably likely to materially affect the Company's internal control over financial reporting.


37


PART II -- OTHER INFORMATION

Item 1. Legal Proceedings

The Company and its affiliates are subject to a number of legal proceedings in various jurisdictions arising out of its operations. Many of these legal matters are in preliminary stages and involve complex issues of law and fact, and may proceed for protracted periods of time. The amount of liability, if any, from these proceedings cannot be determined with certainty. We are a party to legal proceedings and claims that arise during the ordinary course of business. We review our legal proceedings and claims, regulatory reviews and inspections and other legal proceedings on an ongoing basis and follow appropriate accounting guidance when making accrual and disclosure decisions. We establish accruals for those contingencies where the incurrence of a loss is probable and can be reasonably estimated, and we disclose the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued, if such disclosure is necessary for our financial statements to not be misleading. We do not record liabilities when the likelihood that the liability has been incurred is probable, but the amount cannot be reasonably estimated. Based upon present information, the Company believes that its liability, if any, arising from such pending legal proceedings, asserted legal claims and known potential legal claims which are likely to be asserted, is not reasonably likely to be material to the Company's financial position, results of operations, or cash flows, when taking into account established accruals for estimated liabilities.

Item 1A. Risk Factors

Our Annual Report on Form 10-K for the year ended September 30, 2017, which was filed with the Securities and Exchange Commission on November 14, 2017, contains a detailed discussion of risk factors that could materially adversely affect our business, our operating results or our financial condition. There have been no material changes to the risk factors included in our Annual Report on Form 10-K for the year ended September 30, 2017, except for the addition of the following:

Risks Related to the Acquisition of the Global Battery, Lighting, and Portable Power Business of Spectrum Brands Holdings, Inc. (the “Acquisition”)
The pending Acquisition is subject to the satisfaction of certain conditions, including obtaining required regulatory approvals, and may not be consummated, and if not consummated under certain circumstances, we may be subject to monetary or other damages under the acquisition agreement.
On January 16, 2018, we announced that we had entered into a definitive acquisition agreement to acquire the global battery, lighting, and portable power business (the “Business”) of Spectrum Brands Holdings, Inc. (“Spectrum”). The consummation of the Acquisition is subject to certain customary conditions, including, among other things, (i) the absence of a material adverse effect on the Business, (ii) the receipt of certain antitrust approvals in certain jurisdictions (the “Antitrust Conditions”), (iii) the accuracy of the representations and warranties of the parties (generally subject to a customary material adverse effect standard (as described in the acquisition agreement) or other customary materiality qualifications), (iv) the absence of governmental restrictions on the consummation of the Acquisition in certain jurisdictions, and (v) material compliance by the parties with their respective covenants and agreements under the acquisition agreement.
Many of the closing conditions are not within our control, and there can be no assurance that the closing conditions for the Acquisition will be satisfied in a timely manner, or at all. Any delay could cause us not to realize some or all of the cost savings, synergies and other benefits that we expect to achieve if the Acquisition were to be successfully completed within its expected time frame. If any of these conditions are not satisfied or waived prior to July 15, 2019 (the “Termination Date”), it is possible that the acquisition agreement may be terminated. Further, if the Acquisition has not been consummated by the Termination Date and all conditions precedent to the Company’s obligation to consummate the Acquisition have otherwise been satisfied except for one or more of the Antitrust Conditions, then the Company would be required to pay Spectrum a termination fee of $100 million.
We may be unable to obtain the regulatory clearances required to complete the Acquisition or, in order to do so, we or Spectrum may be required to comply with material restrictions or satisfy material conditions.
The Acquisition is subject to antitrust approvals in certain jurisdictions. We cannot provide any assurance that all required antitrust clearances will be obtained. There can be no assurance as to the cost, scope or impact of the actions that may be required to obtain antitrust approval. In addition, the acquisition agreement provides that we are

38



required to commit to dispositions of assets up to a certain amount in order to obtain regulatory clearance. If we are required to or otherwise decide to take such actions in order to close the Acquisition, it could be detrimental to the combined organization following the consummation of the Acquisition. Furthermore, these actions could have the effect of delaying or preventing completion of the proposed Acquisition or imposing additional costs on or limiting the revenues or cash of the combined organization following the consummation of the Acquisition. However, if certain antitrust clearances are not obtained and the acquisition agreement is terminated under specified circumstances, we could be liable to Spectrum for a termination fee of $100 million.
Even if the parties receive antitrust approvals, the U.S. Department of Justice, the Federal Trade Commission, or other regulatory authorities could take action under the antitrust laws to prevent or rescind the Acquisition, require the divestiture of assets or seek other remedies. Additionally, state attorneys general could seek to block or challenge the Acquisition as they deem necessary or desirable in the public interest at any time, including after completion of the transaction. In addition, in some circumstances, a third party could initiate a private action under antitrust laws challenging or seeking to enjoin the merger, before or after it is completed. We may not prevail and may incur significant costs in defending or settling any action under the antitrust laws.
Our indebtedness following the completion of the Acquisition will be significant and could adversely affect our business and our ability to meet our obligations, and if sufficient financing on favorable terms or other sources of capital are not available, we may be subject to significant monetary or other damages under the Acquisition Agreement.
We currently expect to incur indebtedness in excess of $2 billion to finance the Acquisition. Interest costs related to this debt or other debt we may incur in connection with the Acquisition will be significant. Our new indebtedness may contain negative or financial covenants that would limit our operational flexibility. Our increased level of indebtedness could reduce funds available for additional acquisitions or other business purposes, restrict our financial and operating flexibility, or create competitive disadvantages compared to other companies with lower debt levels. This in turn may reduce our flexibility in responding to changes in our businesses and in our industry.
Additionally, although we have obtained financing commitments with respect to the Acquisition in an amount which we believe would be sufficient to allow us to complete the transaction, the consummation of the financing pursuant to these commitments is subject to conditions that may not be satisfied. Our ability to obtain any financing to fund a portion of the purchase price is not a condition to closing under the acquisition agreement. However, if we are unable to obtain sufficient financing on favorable terms or experience a significant diminution of our existing cash and cash equivalents or other sources of capital, and as a result we do not have sufficient funds to complete the Acquisition, we may be subject to monetary or other damages under the acquisition agreement as a result of our failure to complete the Acquisition.
We may be unable to integrate the Business successfully and realize the anticipated benefits of the Acquisition.
The pending Acquisition involves the combination of two companies that have operated independently. We will be required to devote significant management attention and resources to integrating business practices, cultures and operations of each business. Potential difficulties we may encounter as part of the integration process include the following:
the inability to successfully combine our respective businesses in a manner that permits us to achieve the cost savings, synergies and other anticipated benefits from the Acquisition;
the challenge of integrating complex systems, operating procedures, compliance programs, technology, networks and other assets of the Business in a manner that minimizes any adverse impact on customers, suppliers, employees and other constituencies;
difficulties in retaining key management and other key employees;
the challenge of managing the expanded operations of a significantly larger and more complex company and coordinating geographically separate organizations; and
potential unknown liabilities, liabilities that are significantly larger than we currently anticipate, and unforeseen increased expenses or delays associated with the Acquisition, including cash costs to integrate the two businesses that may exceed the cash costs that we currently anticipate.

Any one of these factors could result in increased costs, decreases in the amount of anticipated benefits and diversion of management’s attention, which could materially impact our business, financial condition and results of

39



operations. In addition, even if we are able to integrate the Business successfully, the anticipated benefits of the pending Acquisition may not be realized fully, or at all, or may take longer to realize than expected.
Failure to complete the Acquisition could impact our stock price and our future business and financial results.
If the Acquisition is not completed, our ongoing business and financial results may be adversely affected and we will be subject to a number of risks, including the following: depending on the reasons for the failure to complete the Acquisition, we could be liable to Spectrum for monetary or other damages in connection with the termination or breach of the acquisition agreement, including a termination fee of $100 million; we have dedicated significant time and resources, financial and otherwise, in planning for the Acquisition and the associated integration, of which we would lose the benefit if the Acquisition is not completed; we are responsible for certain transaction costs relating to the Acquisition, whether or not the Acquisition is completed; while the acquisition agreement is in force, we are subject to certain restrictions on the conduct of our business, including our ability to make any other significant acquisition which would reasonably be expected to delay, hinder or otherwise obstruct the consummation of the Acquisition, which restrictions may adversely affect our ability to execute certain of our business strategies; and matters relating to the Acquisition (including integration planning) may require substantial commitments of time and resources by our management, whether or not the Acquisition is completed, which could otherwise have been devoted to other opportunities that may have been beneficial to us.
In addition, if the Acquisition is not completed, we may experience negative reactions from the financial markets and from our customers and employees. We also may be subject to litigation related to any failure to complete the Acquisition or to enforcement proceedings commenced against us to perform our obligations under the acquisition agreement. If the Acquisition is not completed, these risks may materialize and may adversely affect our business, financial results and financial condition, as well as the price of our common stock.
While the Acquisition is pending, we and Spectrum will be subject to business uncertainties that could adversely affect our respective businesses.
Our success following the Acquisition will depend in part upon the ability of us and Spectrum to maintain our respective business relationships. Uncertainty about the effect of the Acquisition on customers, suppliers, employees and other constituencies may have a material adverse effect on us and the Business. Customers, suppliers and others who deal with us or Spectrum may delay or defer business decisions, decide to terminate, modify or renegotiate their relationships or take other actions as a result of the Acquisition that could negatively affect the revenues, earnings and cash flows of the Company or the Business. If we are unable to maintain these business and operational relationships, our financial position, results of operations or cash flows could be materially affected.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table reports purchases of equity securities during the second quarter of fiscal 2018 by Energizer and any affiliated purchasers pursuant to SEC rules, including any treasury shares withheld to satisfy employee withholding obligations upon vesting of restricted stock and the execution of net exercises.
Issuer Purchases of Equity Securities
Period
Total Number of Shares Purchased (1)
Average Price Paid Per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)
Maximum Number That May Yet Be Purchased Under the Plans or Programs (2)
January 1 - January 31

$


4,151,623

February 1 - February 28

$


4,151,623

March 1 - March 31
202

53.53


4,151,623

Total
202

$
53.53


 
(1) 202 shares purchased during the quarter relate to the surrender to the Company of shares of common stock to satisfy tax withholding obligations in connection with the vesting of restricted stock or execution of net exercises.

40


(2) On July 1, 2015, the Board of Directors approved a share repurchase authorization for the repurchase of up to 7.5 million shares. No shares were repurchased on the open market during the quarter under this share repurchase authorization.
Item 6. Exhibits

See the Exhibit Index hereto.

41


SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
ENERGIZER HOLDINGS, INC.
 
 
 
 
 
 
Registrant
 
 
 
 
 
 
By: 
/s/ Timothy W. Gorman
 
 
 
Timothy W. Gorman
 
 
 
Executive Vice President and Chief Financial Officer
 
 
 
 
 
 
 
 
 
 
 
 
Date:
May 2, 2018
 
 


42


EXHIBIT INDEX
The exhibits below are numbered in accordance with the Exhibit Table of Item 601 of Regulation S-K.
Exhibit No.
     
Description of Exhibit
 
Separation and Distribution Agreement by and between Energizer Holdings, Inc. (f/k/a Energizer SpinCo, Inc.) and Edgewell Personal Care Company (f/k/a Energizer Holdings, Inc.) dated as of June 25, 2015 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed June 29, 2015).
 
 
 
 
Tax Matters Agreement by and between Energizer Holdings, Inc. (f/k/a Energizer SpinCo, Inc.) and Edgewell Personal Care Company (f/k/a Energizer Holdings, Inc.) dated as of June 26, 2015 (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed June 29, 2015).
 
 
 
 
Employee Matters Agreement by and between Energizer Holdings, Inc. (f/k/a Energizer SpinCo, Inc.) and Edgewell Personal Care Company (f/k/a Energizer Holdings, Inc.) dated as of June 25, 2015 (incorporated by reference to Exhibit 2.3 to the Company’s Current Report on Form 8-K filed June 29, 2015).
 
 
 
 
Transition Services Agreement by and between Energizer Holdings, Inc. (f/k/a Energizer SpinCo, Inc.) and Edgewell Personal Care Company (f/k/a Energizer Holdings, Inc.) dated as of June 25, 2015 (incorporated by reference to Exhibit 2.4 to the Company’s Current Report on Form 8-K filed June 29, 2015).
 
 
 
 
Contribution Agreement by and between the Company and Edgewell Personal Care Company (f/k/a Energizer Holdings, Inc.) dated June 30, 2015 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed June 30, 2015).
 
 
 
 
Agreement and Plan of Merger, dated as of May 24, 2016, by and among the Company, Energizer Reliance, Inc., Trivest Partners V, L.P., and HandStands Holding Corporation (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed May 27, 2016).
 
 
 
 
Acquisition Agreement, dated as of January 15, 2018, by and among the Company and Spectrum Brands Holdings, Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed January 16, 2018).
 
 
 
 
Third Amended and Restated Articles of Incorporation of Energizer Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed January 29, 2018).
 
 
 
 
Third Amended and Restated Bylaws of Energizer Holdings, Inc. (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed January 29, 2018).
 
 
 
 
Amended and Restated Commitment Letter, dated February 7, 2018, by and among Energizer Holdings, Inc., Barclays Bank PLC, JPMorgan Chase Bank, N.A., Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., The Bank of Tokyo-Mitsubishi UFJ, Ltd., Standard Chartered Bank, Toronto-Dominion Bank, New York Branch, and TD Bank, N.A.
 
 
 
 
Certification of periodic financial report by the Chief Executive Officer of Energizer Holdings, Inc. pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
 
Certification of periodic financial report by the Chief Financial Officer of Energizer Holdings, Inc. pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 

43


 
Certification of periodic financial report pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by the Chief Executive Officer of Energizer Holdings, Inc.
 
 
 
 
Certification of periodic financial report pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by the Chief Financial Officer of Energizer Holdings, Inc.
 
 
 
101
 
Attached as Exhibit 101 to this Quarterly Report on Form 10-Q are the following documents formatted in eXtensible Business Reporting Language (XBRL): (i) the unaudited Consolidated Statements of Earnings and Comprehensive Income, (ii) the unaudited Consolidated Balance Sheets, (iii) the unaudited Consolidated Statements of Cash Flows, and (iv) Notes to Consolidated Financial Statements (Condensed). The financial information contained in the XBRL-related documents is “unaudited” and “unreviewed.”
*        Filed herewith.
**     The Company undertakes to furnish supplementally a copy of any omitted schedule or exhibit to such agreement to the Securities and Exchange Commission.
*** Denotes a management contract or compensatory plan or arrangement.


44



EXECUTION VERSION
BARCLAYS
745 Seventh Avenue
New York, New York 10019
JPMorgan Chase Bank, N.A.
383 Madison Avenue
New York, New York 10179
BANK OF AMERICA, N.A.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
One Bryant Park
New York, New York 10036
CITIGROUP GLOBAL MARKETS INC.
388 Greenwich Street
New York, New York 10013
MUFG
1221 Avenue of the Americas
New York, New York 10020
STANDARD CHARTERED BANK
1095 avenue of the Americas
New York, New York 10036
TORONTO-DOMINION BANK, NEW YORK BRANCH
31 West 52 nd  Street
New York, New York 10019
TD BANK, N.A.
2005 Market Street, 2 nd  Floor
Philadelphia, Pennsylvania 19103

PERSONAL AND CONFIDENTIAL
February 7, 2018
Energizer Holdings, Inc.
533 Maryville University Drive
Saint Louis, Missouri 63141
Attention: Timothy Gorman, Executive Vice President and Chief Financial Officer
Project Gamma
Amended and Restated Commitment Letter
Ladies and Gentlemen:
We are pleased to confirm the arrangements under which each of Barclays Bank PLC (“ Barclays ”), JPMorgan Chase Bank, N.A. (“ JPMCB ”), Bank of America, N.A. (“ BofA ”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any of its designated affiliates, “ MLPFS ” and, together with BofA “ Bank of America ”), Citi (as defined below), MUFG (as defined below), Standard Chartered Bank (“ SC ”), Toronto-Dominion Bank, New York Branch (“ Toronto-Dominion ”) and TD Bank, N.A. (“ TD Bank ” and, together with Toronto-Dominion, “ TD ”) (each, a “ Commitment Party ” and together, the “ Commitment Parties ,” “ we ” or “ us ”) is (i) exclusively (subject to Section 1 below) authorized by Energizer Holdings, Inc., a Missouri corporation (the “ Company ” or “ you ”), to act in the roles and capacities described herein and (ii) providing commitments in connection with the financing for certain





transactions described herein, in each case on the terms and subject to the conditions set forth in this amended and restated commitment letter and the attached Annexes A, B, C and D hereto (collectively, this “ Commitment Letter ”). Capitalized terms used but not defined herein have the respective meanings given in the Annexes hereto. For purposes of this Commitment Letter, (i) “ Citi ” means Citigroup Global Markets Inc. (“ CGMI ”), Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc. and/or any of their affiliates as may be appropriate to consummate the transactions contemplated hereby and (ii) “ MUFG ” means The Bank of Tokyo-Mitsubishi UFJ, Ltd., MUFG Union Bank, N.A., MUFG Securities Americas Inc. and/or any of their affiliates as MUFG shall determine to be appropriate to provide the services contemplated herein. 
This amended and restated Commitment Letter amends, restates and supersedes in its entirety that certain commitment letter dated January 15, 2018 by and among Barclays, JPMCB and you (the “ Original Commitment Letter ”).
You have informed the Commitment Parties that the Company intends to consummate the acquisition (the “ Acquisition ”) pursuant to that certain Acquisition Agreement, dated as of January 15, 2018, between the Company and Spectrum Brands Holdings, Inc. (the “ Seller ”) (together with the schedules and exhibits thereto, the “ Acquisition Agreement ”) of (i) certain direct and indirect subsidiaries of the Seller and (ii) certain of the assets of the Seller, in each case identified in the Acquisition Agreement (collectively, the “ Acquired Business ”). You have informed us that (a) the Acquisition, (b) the payment of fees and expenses in connection with the Acquisition, (c) the repayment of all indebtedness under your Existing Credit Agreement (as defined in Annex B) and (d) a portion of your ongoing working capital needs and other general corporate purposes will be financed from the following sources:
senior secured credit facilities consisting of (a) a senior secured term loan B facility (the “ Term Loan Facility ”) in an aggregate principal amount equal to (1) the lesser of (x) $1,640 million and (y) such amount as would not cause the “Consolidated Secured Leverage Ratio” (as defined in the Indenture dated as of June 1, 2015 governing the 5.500% Senior Notes due 2025 issued by the Company (as successor to Energizer Spinco, Inc.) (the “ Existing Notes ”)) of the Company to exceed 2.75:1.00 (the “ Existing Notes Ratio Test ”) minus (2) if Notes are issued and such amount is incurred as part of the Minimum U.S. Notes Tranche, the Dollar Notes Shortfall (as defined below) and (b) a senior secured revolving credit facility in an aggregate principal amount of $400 million (the “ Revolving Credit Facility ” and, together with the Term Loan Facility, the “ Senior Secured Credit Facilities ”), having the terms set forth on Annex B;
(a) the issuance by the Company or any of its subsidiaries or affiliates of debt securities pursuant to a Rule 144A or other private placement (the “ Notes ”) in an aggregate principal amount of up to the sum of $720 million plus any amounts by which the Term Loan Facility is reduced in order to comply with the Existing Notes Ratio Test (such sum, the “ Bridge Portion ”); provided that at the option of the Company exercised prior to the date that is 10 business days prior to the earlier of the launch of the general syndication of the Senior Secured Credit Facilities and the launch of marketing of the Notes, up to $500 million of such Notes may be redenominated into a Euro tranche of debt securities (the “ Euro Notes Tranche ”) (it being understood and agreed that (i) in connection with the Company’s election to issue the Euro Notes Tranche, the Company shall be required to issue Notes denominated in U.S. dollars in a minimum amount of $350 million (the “ Minimum U.S. Notes Tranche ”) and Notes denominated in Euros in a minimum amount of the equivalent in Euros of $300 million (the aggregate amount by which the Notes must be increased above $720 million in order to achieve the Minimum U.S. Notes Tranche being referred to herein as the “ Dollar Notes Shortfall ”) and (ii) the exchange





rate with respect to such Euro Notes Tranche shall be determined on a date to be mutually agreed such that the Company will have sufficient net cash proceeds to fund the transactions contemplated herein) or (b) if and to the extent that gross proceeds aggregating less than the Bridge Portion are received by the Company or any of its subsidiaries or affiliates from the offering of the Notes or Takeout Notes (as defined in the Facilities Fee Letter referred to below) after January 15, 2018 and on or prior to the time the Acquisition is consummated, borrowings by the Company of unsecured senior increasing rate bridge loans (the “ Bridge Loans ”) under a senior unsecured bridge facility (the “ Bridge Facility ”; together with the Senior Secured Credit Facilities, the “ Facilities ”) having the terms set forth on Annex C; and

approximately $250 million of the Company’s cash on hand.

1.
Commitments; Titles and Roles.
Each of Barclays, JPMCB, MLPFS, CGMI and MUFG is pleased to confirm its commitment to act, and you hereby appoint each of Barclays, JPMCB, MLPFS, CGMI and MUFG to act, as joint lead arrangers and joint bookrunners for the Senior Secured Credit Facilities (collectively, the Bank Lead Arrangers ”) and each of Barclays, JPMCB, MLPFS, CGMI and MUFG is pleased to confirm its commitment to act, and you hereby appoint each of Barclays, JPMCB, MLPFS, CGMI and MUFG to act, as joint lead arrangers and joint bookrunners for the Bridge Facility (collectively, the “ Bridge Lead Arrangers ” and, together with the Bank Lead Arrangers, the “ Lead Arrangers ”).
In addition, (x) each of Barclays, JPMCB, BofA, CGMI on behalf of Citi, MUFG, SC and Toronto-Dominion is pleased to advise you of its several, but not joint, commitment to provide 27.25%, 27.25%, 12.5%, 12.5%, 12.5%, 4% and 4% respectively, of the aggregate principal amount of each of the Term Loan Facility and the Bridge Facility and (y) each of Barclays, JPMCB, BofA, CGMI on behalf of Citi, MUFG, SC and TD Bank is pleased to advise you of its several, but not joint, commitment to provide the amount set forth opposite such entity’s name on Schedule I attached hereto with respect to the Revolving Facility, in each case on the terms contained in this Commitment Letter and the availability and funding of which is subject only to the conditions set forth in the first paragraph of Section 2 below and in Annex D hereto. In addition, you hereby appoint JPMCB to act as administrative agent for the Senior Secured Credit Facilities (in such capacity, the “ Bank Administrative Agent ”) and Barclays to act as administrative agent for the Bridge Facility (in such capacity, the “ Bridge Administrative Agent ”). You acknowledge and agree that JPMCB may perform its responsibilities hereunder through its affiliate, J.P. Morgan Securities LLC. You further agree that (i) JPMCB will have “left” placement in any and all marketing materials or other documentation used in connection with the Senior Secured Credit Facilities or other documentation used in connection with the Senior Secured Credit Facilities and that Barclays, BofA, Citi, MUFG, SC and TD will have placement immediately to the right of JPMCB in such order and, in each case, will perform the duties and exercise the authority customarily performed and exercised by it in such role and (ii) Barclays will have “left” placement in any and all marketing materials or other documentation used in connection with the Bridge Facility or other documentation used in connection with the Bridge Facility and that JPMCB, BofA, Citi, MUFG, SC and TD will have placement immediately to the right of Barclays in such order and, in each case, will perform the duties and exercise the authority customarily performed and exercised by it in such role. You further agree that no other titles will be awarded and no compensation (other than that expressly contemplated by this Commitment Letter and the Fee Letters referred to below) will be paid in connection with the Facilities unless you and we shall so agree.
Our fees for our commitment and for services related to the Facilities are set forth in the amended and restated facilities fee letter entered into by the Company and the Commitment Parties on the date hereof





(the “ Facilities Fee Letter ”) and the agent fee letter entered into by the Company, Barclays and JPMCB on January 15, 2018 (the “ Agent Fee Letter ”, and together with the Facilities Fee Letter, the “ Fee Letters ”).
2.
Conditions Precedent.

The availability and funding of each Commitment Party’s commitments hereunder are subject solely to the conditions set forth in Annex D hereto and the following additional conditions: since September 30, 2017, there has not been any event, change or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect (as defined in the Acquisition Agreement as in effect on the date of the Original Commitment Letter) on the Business (as defined in the Acquisition Agreement) and (ii) (A) in the case of the Senior Secured Credit Facilities, the execution and delivery by all parties thereto of the Senior Secured Credit Facilities Documentation (as defined in Annex B hereto) and (B) in the case of the Bridge Facility, the execution and delivery by all parties thereto of the Bridge Facility Documentation (in each case, as defined in Annex C hereto) (collectively, the “ Facilities Documentation ”), to be negotiated and prepared in a manner consistent with this Commitment Letter.
Notwithstanding anything in this Commitment Letter, the Fee Letters, the Facilities Documentation or any other agreement or other undertaking concerning the financing of the Acquisition to the contrary, the Facilities Documentation shall not contain any conditions precedent to the availability of the Facilities on the Closing Date other than the conditions precedent expressly set forth in the first paragraph of this Section 2 and in Annex D hereto, and the terms of the Facilities Documentation will be such that they do not impair the availability of the Facilities on the Closing Date if such conditions are satisfied or waived by the Commitment Parties (it being understood that, to the extent that any security interest in the Collateral (other than, to the extent required by this Commitment Letter (including the Annexes thereto), any Collateral the security interest in which may be perfected by the filing of a UCC financing statement or the delivery of certificated equity interests of any wholly-owned material U.S. restricted subsidiaries of the Company (to the extent required by this Commitment Letter (including the Annexes thereto); provided that, to the extent that you have used commercially reasonable efforts to procure the delivery thereof prior to or on the Closing Date, certificated equity interests of subsidiaries of the Acquired Business will only be required to be delivered on the Closing Date pursuant to the terms set forth above if such certificates are actually received from the Acquired Business) is not perfected on the Closing Date after your use of commercially reasonable efforts to do so (without undue burden or cost), the perfection of such security interest will not constitute a condition precedent to the availability of the Senior Secured Credit Facilities on the Closing Date but such security interest will be required to be perfected within 90 days after the Closing Date (or such longer period as agreed to by the Bank Administrative Agent), subject to arrangements mutually agreed by the Bank Administrative Agent and the Company and subject to extensions thereof in the discretion of the Bank Administrative Agent).
Notwithstanding anything in this Commitment Letter, the Fee Letters, the Facilities Documentation or any other agreement or other undertaking concerning the financing of the Acquisition to the contrary, the only representations and warranties the accuracy of which will be a condition to the availability of the Facilities on the Closing Date will be (i) the representations and warranties made by or with respect to the Acquired Business in the Acquisition Agreement that are material to the interests of the Lead Arrangers or Lenders, in their capacities as such, but only to the extent that you (or your affiliates) have the right to terminate your (or their) obligations under the Acquisition Agreement or to decline to consummate the Acquisition (in each case, in accordance with the terms of the Acquisition Agreement) as a result of a breach of such representation or warranty (the “ Specified Acquisition Agreement Representations ”) and (ii) the Specified Representations (as defined below). As used herein, the term “ Specified Representations ” means representations made by the Company and each Guarantor relating to existence; organizational power and authority to enter into the Facilities Documentation; due authorization,





execution, delivery and enforceability (as they relate to the Loan Parties (as defined in Annex B)) of the Facilities Documentation; solvency of the Company and its subsidiaries on a consolidated basis on the Closing Date after giving effect to the transactions contemplated herein (with solvency to be defined in a manner consistent with Annex I to Annex D); no conflicts of the Facilities Documentation with charter documents of the Loan Parties or agreements governing debt for borrowed money in an aggregate principal or committed amount in excess of $100,000,000; Federal Reserve margin regulations; the Investment Company Act; the use of loan proceeds not violating FCPA and other anti-corruption laws, OFAC and other applicable sanctions laws; the Patriot Act; status of the Facilities as senior debt; and in the case of the Senior Secured Credit Facilities, the creation, perfection and priority (subject to the preceding paragraph and to agreed-upon permitted liens consistent with the Documentation Principles (as defined in Annex C)) of the security interests granted in the Collateral (but excluding any Collateral acquired in the Acquisition). This paragraph, and the provisions herein, shall be referred to as the “ Limited Conditionality Provisions ”.
3.
Syndication.

The Lead Arrangers intend, and reserve the right, to syndicate the Facilities to the Bank Lenders (as defined in Annex B) and the Bridge Lenders (as defined in Annex C) (collectively, the “ Lenders ”) promptly following the date of the Original Commitment Letter, and you acknowledge and agree that the commencement of syndication will occur in the discretion of the Lead Arrangers. The Lead Arrangers will select the Lenders under the Facilities in consultation and coordination with you; provided that the Lead Arrangers will not syndicate to those banks, financial institutions and other institutional lenders separately identified in writing by you to us prior to January 15, 2018 or any competitors of the Company or the Acquired Business that are operating companies and are separately identified in writing by you to us from time to time (it being understood that, notwithstanding anything herein to the contrary, in no event shall a designation after January 15, 2018 apply retroactively to disqualify any parties that have previously acquired an assignment or participation interest hereunder or under the Facilities that is otherwise permitted hereunder, but upon the effectiveness of such designation, any such party may not acquire any additional commitments, loans or participations) and, in the case of such competitors, their “Known Affiliates” (as defined in the Existing Credit Agreement) (collectively, “ Disqualified Lenders ”). The Lead Arrangers will lead the syndication in consultation and coordination with you, including determining the timing of all offers to potential Lenders, any title of agent or similar designations or roles awarded to any Lender, the acceptance of commitments, the amounts offered and the compensation provided to each Lender from the amounts to be paid to the Lead Arrangers pursuant to the terms of this Commitment Letter and the Facilities Fee Letter. The Lead Arrangers will, in consultation and coordination with you, determine the final commitment allocations and will notify the Company of such determinations. You agree to use commercially reasonable efforts to ensure that the Lead Arrangers’ syndication efforts benefit from the existing lending relationships of the Company and its subsidiaries. To facilitate an orderly and successful syndication of the Facilities, you agree that, until the earliest of (x) the termination of the syndication as determined by the Lead Arrangers and (y) 60 days after the Closing Date, the Company will not, and will use commercially reasonable efforts to ensure that the Acquired Business will not (subject to, and to the extent not in contravention of, the Acquisition Agreement), syndicate or issue, attempt to syndicate or issue, or announce or authorize the announcement of the syndication or issuance of or engage in any material discussions concerning the syndication or issuance of, any debt facility or debt, equity or equity-linked security (including, without limitation, any debt or preferred equity security convertible into common stock) of the Company or Acquired Business or any of their respective subsidiaries, including any refinancings, replacements or renewals of any debt facility or any debt, equity or equity-linked security of the Company or Acquired Business or any of their respective subsidiaries if such activity would reasonably be expected to have a detrimental effect on the syndication of the Facilities, other than (a) the Facilities, (b) the Notes (c) any debt incurred in connection with sale-leasebacks by the Company, the Acquired Business or their respective subsidiaries, (d) ordinary course





lease, purchase money debt and equipment financings and similar obligations, (e) debt of the Acquired Business and its subsidiaries permitted under the Acquisition Agreement that is Permitted Surviving Debt (as defined in Annex D), (f) ordinary course letter of credit facilities, overdraft protection and short term working capital facilities, factoring arrangements, hedging and cash management arrangements, (g) intercompany debt among the Company and its subsidiaries or among the Seller and the Acquired Business and their respective subsidiaries and (h) any other financing agreed by the Lead Arrangers, such agreement not to be unreasonably withheld, delayed or conditioned.
Until the earliest of (x) the termination of the syndication as determined by the Lead Arrangers and (y) 60 days after the Closing Date, you agree to, and, to the extent necessary and practical and subject to and not in contravention of, the terms of the Acquisition Agreement, you agree to use commercially reasonable efforts to cause the Acquired Business to, cooperate with the Lead Arrangers in all syndication efforts, including in connection with (i) the preparation of one or more information packages for the Facilities regarding the business, operations and financial projections of the Company and the Acquired Business (collectively, the “ Confidential Information Memorandum ”) including, without limitation, all customary information relating to the transactions contemplated hereunder prepared by or on behalf of the Company deemed reasonably necessary by the Lead Arrangers to complete the syndication of the Facilities, and (ii) the preparation of one or more customary information packages for the Facilities reasonably acceptable in format and content to the Lead Arrangers (collectively, the “ Lender Presentation ”) and the presentation of such Lender Presentation to, and participation in meetings and other communications with, prospective Lenders or agents in connection with the syndication of the Facilities (including, to the extent necessary and practical, a reasonable number of meetings between senior management and representatives, with appropriate seniority and expertise, of the Company with prospective Lenders and participation of such persons in meetings upon reasonable advance notice and at mutually agreed times). In addition, you agree to use commercially reasonable efforts to obtain, prior to the launch of syndication, (a) a public corporate family rating from Moody’s Investors Service, Inc. (“ Moody’s ”) for the Company after giving effect to the Acquisition and the other transactions contemplated hereunder and any other material recent or pending transaction or financing, (b) a public corporate credit rating from Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc. (“ S&P ”), for the Company after giving effect to the Acquisition and the other transactions contemplated hereunder and any other material recent or pending transaction or financing and (c) a public credit rating for each of the Term Loan Facility, the Bridge Facility and the Notes from each of Moody’s and S&P. It is agreed that, nothing contained in this Commitment Letter shall require you to provide any information to the extent that the provision thereof would violate any attorney-client privilege, law, rule or regulation, or any obligation of confidentiality binding on you, the Acquired Business or your or its respective affiliates; provided that (x) in the case of any confidentiality obligation, you shall have used commercially reasonable efforts to obtain consent to provide such information and (y) you shall notify us if any such information is being withheld as a result of any such obligation of confidentiality (but solely if providing such notice would not violate such confidentiality obligation) and you shall use your commercially reasonable efforts to communicate the applicable information in a way that would not violate the applicable obligation or risk waiver of such privilege. You will be solely responsible for the contents of any such Confidential Information Memorandum, Lender Presentation and related materials (other than, in each case, any information contained therein that has been provided for inclusion therein by the Commitment Parties solely to the extent such information relates to the Commitment Parties) and all other information, documentation or materials delivered to the Lead Arrangers in connection therewith (collectively, the “ Information ”) and you acknowledge that the Commitment Parties will be using and relying upon the Information without independent verification thereof. You agree that Information regarding the Facilities and Information provided by the Company and Acquired Business or their respective representatives to the Lead Arrangers in connection with the Facilities (including, without limitation, draft and execution versions of the Facilities Documentation, the Confidential Information Memorandum, the Lender Presentation, publicly filed financial





statements, and draft or final offering materials relating to contemporaneous securities issuances by the Company) may be disseminated to potential Lenders and other persons through one or more internet sites (including an IntraLinks, SyndTrak or other electronic workspace (the “ Platform ”)) created for purposes of syndicating the Facilities or otherwise, in accordance with the Lead Arrangers’ standard syndication practices, and you acknowledge that each Lead Arranger and its affiliates will not be responsible or liable to you or any other person or entity for damages arising from the use by others of any Information or other materials obtained on the Platform, except, in the case of damages to you but not to any other person, to the extent such damages are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the gross negligence, bad faith or willful misconduct of such Lead Arranger or (A) any of its controlled affiliates, (B) any of the respective directors or employees of such Lead Arranger or its controlled affiliates or (C) the respective advisors or agents of such Lead Arranger or its controlled affiliates, in the case of this clause (C), acting at the instructions of such Lead Arranger or its controlled affiliates. Notwithstanding the Lead Arrangers’ right to syndicate the Facilities and receive commitments with respect thereto, or anything otherwise contained in this Commitment Letter it is agreed that (x) the syndication of, or receipt of commitments or participations in respect of, all or any portion of the Commitment Parties’ commitments hereunder prior to the Closing Date, (y) the obtaining of the ratings referenced above and (z) the compliance with any of the other provisions set forth in clauses (i) and (ii) of this paragraph above, shall not be a condition to the Commitment Parties’ commitments hereunder and, unless you otherwise agree in writing, each Commitment Party shall retain exclusive control over all rights and obligations with respect to its commitments in respect of the Facilities, including all rights with respect to consents, modifications, supplements, waivers and amendments, until the Closing Date has occurred. Without limiting your obligations to assist as set forth herein, it is understood that the commitments hereunder are not conditioned upon the syndication of, or receipt of commitments or participations in respect of, the Facilities and in no event shall the commencement or successful completion of syndication or the obtaining of ratings constitute a condition to the availability of the Facilities on the Closing Date.
You acknowledge that certain of the Lenders may be “public side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Company, the Seller (including the Acquired Business) or their respective affiliates or any of its or their respective securities) (each, a “ Public Lender ”). At the request of the Lead Arrangers, you agree to assist, and, with respect to the Acquired Business, to the extent necessary and practical and subject to and not in contravention of the terms of the Acquisition Agreement, use commercially reasonable efforts to cause the Acquired Business to assist, in the preparation of an additional version of the Confidential Information Memorandum and the Lender Presentation to be used by Public Lenders that does not contain material non-public information concerning the Company, the Seller (including the Acquired Business) or their respective affiliates or securities. It is understood that in connection with your assistance described above, at the request of the Lead Arrangers, you will provide, and cause all other applicable persons to provide (including subject to and not in contravention of the terms of the Acquisition Agreement using commercially reasonable efforts to cause the Acquired Business to provide) authorization letters to the Lead Arrangers authorizing the distribution of the Information to prospective Lenders, and containing a representation to the Lead Arrangers that the public-side version does not include material non-public information about the Company, the Seller (including the Acquired Business) or their respective affiliates or its or their respective securities. In addition, you will clearly designate as such all Information provided to the Lead Arrangers by or on behalf of the Company or the Acquired Business which is suitable to make available to Public Lenders. You acknowledge and agree that the following documents may be distributed to Public Lenders, unless you advise the Lead Arrangers in writing (including by email) within a reasonable time prior to their intended distributions that such documents should only be distributed to prospective Lenders that are not Public Lenders: (a) drafts and final versions of the Facilities Documentation; (b) administrative materials prepared by the Lead Arrangers for prospective Lenders (such





as a lender meeting invitation, allocations and funding and closing memoranda); and (c) term sheets and notification of changes in the terms of the Facilities.
4.
Information.

You represent and covenant that (i) to your knowledge in the case of Information relating to the Acquired Business, all written Information (other than financial projections and other forward-looking information and information of a general economic or industry specific nature) provided directly or indirectly by the Company to the Lead Arrangers or the Lenders in connection with the transactions contemplated hereunder is and will be, when furnished and when taken as a whole and giving effect to all supplements thereto (taken in combination with the information contained in your filings with the U.S. Securities and Exchange Commission), complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not materially misleading and (ii) the financial projections and other forward-looking information that have been or will be made available to the Lead Arrangers or the Lenders in connection with the transactions contemplated hereunder by or on behalf of the Company have been and will be prepared in good faith based upon assumptions that are believed by the preparer thereof to be reasonable at the time such financial projections and other forward-looking information are furnished to the Lead Arrangers or the Lenders, it being understood and agreed that financial projections are not a guarantee of financial performance and are subject to significant uncertainties and contingencies, no assurance can be given that any party’s projections may be realized, and actual results may differ from financial projections and such differences may be material. You agree that if, at any time prior to the later of (x) the Closing Date and (y) the Successful Syndication (as defined in the Facilities Fee Letter) of the Facilities, any of the representations in the preceding sentence would be incorrect in any material respect if the Information and financial projections were being furnished, and such representations were being made, at such time (prior to the Closing Date, to your knowledge with respect to information, projections and other forward looking information relating to the Acquired Business), then you will (or, prior to the Closing Date, with respect to information relating to the Acquired Business, use commercially reasonable efforts, to the extent practical and appropriate and subject to and not in contravention of the Acquisition Agreement, cause the Acquired Business to) promptly supplement, or cause to be supplemented, the Information and financial projections so that such representations (prior to the Closing Date, to your knowledge with respect to the Acquired Business) will be correct in all material respects under those circumstances. Notwithstanding anything set forth above, the accuracy of the foregoing representations and warranties, whether or not cured or supplemented, and any obligation to supplement the information and projections shall not be a condition to the obligations of the Commitment Parties and the Lead Arrangers hereunder.
5.
Indemnification and Related Matters.

In connection with arrangements such as this, it is the Commitment Parties’ policy to receive indemnification. You agree to the provisions with respect to our indemnity and other matters set forth in Annex A, which is incorporated by reference into this Commitment Letter. You further agree that the provisions with respect to such indemnity and other matters set forth in Annex A attached hereto shall apply to Barclays and JPMCB as of the date of the Original Commitment Letter.
6.
Assignments; Amendments.

This Commitment Letter may not be assigned by you without the prior written consent of the Commitment Parties (and any purported assignment without such consent will be null and void), is intended to be solely for the benefit of the Commitment Parties and the other parties hereto and, except as set forth in Annex A





hereto, is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto. Each of the Commitment Parties, after consultation and in coordination with you, may assign its commitments and agreements hereunder, in whole or in part, to any of its affiliates ( provided that such affiliates agree to abide by the confidentiality provisions of Section 7 of this Commitment Letter) and, as provided above, to any Lender prior to the Closing Date; provided that any assignment by a Commitment Party to any potential Lender made prior to the Closing Date shall not relieve such Commitment Party of its obligations set forth herein to fund on the Closing Date that portion of the commitments so assigned; provided further that the parties hereto hereby agree that MLPFS may, without notice to the Company or any other party hereto, assign its rights and obligations under this Commitment Letter and the Facilities Fee Letter to any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Commitment Letter. Neither this Commitment Letter nor any Fee Letter may be amended or any term or provision hereof or thereof waived or otherwise modified except by an instrument in writing signed by each of the parties hereto or thereto, as applicable, and any term or provision hereof or thereof may be amended or waived only by a written agreement executed and delivered by all parties hereto or thereto, as applicable.

7.
Confidentiality.

Please note that this Commitment Letter, the Original Commitment Letter, the Fee Letters, that certain facilities fee letter dated January 15, 2018 by and among Barclays, JPMCB and you (the “ Original Fee Letter ”) and any written communications provided by, or oral discussions with, the Commitment Parties in connection with this arrangement may not be disclosed to any third party or circulated or referred to publicly without the prior written consent of the Commitment Parties party thereto; provided that we hereby consent to your disclosure of (i) this Commitment Letter, the Fee Letters, the Original Fee Letter and such communications and discussions to the Company’s and (on a redacted basis reasonably satisfactory to the Lead Arrangers with respect to the Facilities Fee Letter, Barclays and JPMCB with respect to the Original Fee Letter, and the Bank Administrative Agent and the Bridge Administrative Agent with respect to the Agent Fee Letter) the Seller’s and the Acquired Business’s directors, employees, agents, accountants, attorneys, independent auditors and other advisors who are directly involved in the consideration of the Facilities and who have been informed by you of the confidential nature of such advice and this Commitment Letter, the Original Fee Letter and the Fee Letters and are instructed to keep such information confidential in accordance with the provisions of this paragraph, (ii) pursuant to the subpoena or order of any court or judicial, administrative or legislative body, committee or agency in any pending legal or administrative proceeding, or otherwise as required by applicable law, stock exchange requirement or compulsory legal process (in which case you agree to inform us promptly thereof prior to such disclosure to the extent practicable and not prohibited by law, rule or regulation) or required or requested by governmental and/or regulatory authorities (in which case you agree to inform us promptly thereof prior to such disclosure to the extent practicable and not prohibited by law), (iii) this Commitment Letter (but not the Original Fee Letter nor the Fee Letters other than the existence thereof) may be disclosed in any prospectus, offering memorandum or any other syndication or marketing materials relating to the offering of the securities or in such filings as you may determine is advisable to comply with the requirements of the U.S. Securities and Exchange Commission and the other applicable regulatory authorities, (iv) the aggregate amount of fees payable under the Fee Letters may be disclosed as part of pro forma information, projections or generic disclosure regarding sources and uses for closing of the Acquisition (but without disclosing any specific fees, market flex or other economic terms set forth therein or to whom such fees or other amounts are owed), (v) to a court, tribunal or any other applicable administrative agency or judicial authority in connection with the enforcement of your rights hereunder (vi) the existence of the Commitment Letter and the information contained in Annex B to Moody’s and S&P or any other rating agency, and (vii) with our prior written consent (not to be





unreasonably withheld, delayed or conditioned). The terms of this paragraph shall cease to apply (except in respect of the Original Fee Letter and the Fee Letters) after this Commitment Letter has been accepted by you to the extent it has become publicly available as a result of disclosure in accordance with clause (iii) of this paragraph. Otherwise, the terms of this paragraph as they relate to this Commitment Letter (but not the Original Fee Letter nor the Fee Letters) shall terminate on January 15, 2021.
Each Commitment Party agrees that it will treat as confidential all information provided to it hereunder by or on behalf of you or any of your respective subsidiaries or affiliates; provided that nothing herein will prevent any Commitment Party from disclosing any such information (a) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process (in which case such person agrees (except with respect to any routine or ordinary course audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory authority) to inform you prior to such disclosure to the extent practicable and not prohibited by law, rule or regulation), (b) upon the request or demand of any governmental or regulatory authority having jurisdiction over such person or any of its affiliates (in which case such person agrees to (except with respect to any audit or examination conducted by bank accountants or any governmental regulatory authority exercising examination or regulatory authority) inform you promptly thereof prior to such disclosure to the extent practicable and not prohibited by law, rule or regulation), (c) to the extent that such information is publicly available or becomes publicly available other than by reason of improper disclosure by such person, (d) to the extent that such information was already in such Commitment Party’s possession and is not, to such Commitment Party’s knowledge, subject to any existing confidentiality obligations that would prohibit such disclosure or was independently developed by such Commitment Party, (e) to such person’s affiliates and such person’s and its affiliates’ respective officers, directors, partners, members, employees, legal counsel, independent auditors and other experts or agents who need to know such information and on a confidential basis and are instructed to keep such information confidential in accordance with the provisions of this paragraph, (f) to potential and prospective Lenders, participants and any direct or indirect contractual counterparties to any swap or derivative transaction relating to the Company and its obligations under the Facilities, in each case, who agree to be bound by similar confidentiality provisions (including, for the avoidance of doubt, by means of a click-through or otherwise), (g) to Moody’s and S&P; provided that such information is limited to Annexes B and C and is supplied only on a confidential basis after consultation with you or (h) for purposes of establishing a “due diligence” defense. Each Commitment Party’s obligation under this paragraph shall remain in effect until the earlier of (i) January 15, 2021 and (ii) the date any definitive Facilities Documentation is entered into by the Commitment Parties, at which time any confidentiality undertaking in the definitive Facilities Documentation shall supersede this provision. Notwithstanding any of the foregoing, each Commitment Party may disclose the existence of the Facilities and customary information about the Facilities to market data collectors, similar services providers to the lending industry, and service providers to the Commitment Parties in connection with the administration and management of the Facilities and the other loan documents.
8.
Absence of Fiduciary Relationship; Affiliates; Etc.

As you know, each Commitment Party, together with its respective affiliates (each, collectively, a “ Commitment Party Group ”), is a full service financial services firm engaged, either directly or through affiliates, in various activities, including securities trading, investment banking and financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities and financial planning and benefits counseling for both companies and individuals. In the ordinary course of these activities, each Commitment Party Group may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and/or financial instruments (including bank loans) for their own account and for the accounts of their customers and may at any time





hold long and short positions in such securities and/or instruments. In addition, each Commitment Party Group may at any time communicate independent recommendations and/or publish or express independent research views in respect of such debt and equity securities or other financial instruments. Such investment and other activities may involve securities and instruments of you, the Seller or the Acquired Business or its affiliates, as well as of other entities and persons and their affiliates which may (i) be involved in transactions arising from or relating to the engagement contemplated by this Commitment Letter, (ii) be customers or competitors of you, the Seller or the Acquired Business or its affiliates, or (iii) have other relationships with you, the Seller or the Acquired Business or its affiliates. In addition, each Commitment Party Group may provide investment banking, underwriting and financial advisory services to such other entities and persons. Each Commitment Party Group may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in your securities or those of such other entities. The transactions contemplated by this Commitment Letter may have a direct or indirect impact on the investments, securities or instruments referred to in this paragraph. Although each Commitment Party Group in the course of such other activities and relationships may acquire information about the transaction contemplated by this Commitment Letter or other entities and persons which may be the subject of the transactions contemplated by this Commitment Letter, no Commitment Party Group shall have any obligation to disclose such information, or the fact that such Commitment Party Group is in possession of such information, to you or to use such information on the Company’s behalf.
Consistent with their respective policies to hold in confidence the affairs of its customers, no Commitment Party Group will furnish confidential information obtained from you by virtue of the transactions contemplated by this Commitment Letter to any other companies, or use such information in connection with the performance by such Commitment Party Group of services for any other companies. Furthermore, you acknowledge that no Commitment Party Group and none of their respective affiliates has an obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, confidential information obtained or that may be obtained by them from any other person.
Each Commitment Party Group may have economic interests that conflict with yours, or those of your equity holders and/or affiliates. You agree that each Commitment Party Group will act under this Commitment Letter as an independent contractor and that nothing in this Commitment Letter or the Fee Letters or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Commitment Party Group and you or your equity holders or affiliates. You acknowledge and agree that the transactions contemplated by this Commitment Letter and the Fee Letters (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Commitment Party Groups, on the one hand, and you on the other, and in connection therewith and with the process leading thereto, (i) no Commitment Party Group has assumed an advisory or fiduciary responsibility in favor of you or your equity holders or affiliates with respect to the financing transactions contemplated hereby, or in each case, the exercise of rights or remedies with respect thereto or the process leading thereto (irrespective of whether such Commitment Party has advised, is currently advising or will advise you, your equity holders or your affiliates on other matters) or any other obligation to you except the obligations expressly set forth in this Commitment Letter and the Fee Letters and (ii) each Commitment Party Group is acting solely as a principal and not as the agent or fiduciary of you, your management, equity holders, affiliates, creditors or any other person. You acknowledge and agree that you have consulted your own legal and financial advisors to the extent you deemed appropriate and that you are responsible for making your own independent judgment with respect to such transactions and the process leading thereto. You agree that you will not claim that any Commitment Party Group has rendered advisory services of any nature or respect, or owes you a fiduciary or similar duty, in connection with the transactions contemplated by this Commitment Letter or the process leading thereto.





As you know, you have retained Barclays Capital Inc. as financial advisor (in such capacity, the “ Financial Advisor ”) in connection with the Acquisition. You agree to (and each other Commitment Party acknowledges) such retention and each party hereto further agrees not to assert any claim it might allege based on any actual or potential conflicts of interest that might be asserted to arise or result from, on the one hand, the engagement of the Financial Advisor and, on the other hand, our and our affiliates’ relationships with you as described and referred to herein. Nothing in this Commitment Letter imposes any obligation on you to pay any fee in connection with such retention.
In addition, each Commitment Party may employ the services of its affiliates in providing services and/or performing their obligations hereunder and may exchange with such affiliates information concerning you and other companies that may be the subject of this arrangement, and such affiliates will be entitled to the benefits afforded to the Commitment Parties hereunder.
In addition, please note that the Commitment Parties do not provide accounting, tax or legal advice. Notwithstanding anything herein to the contrary, you and we (and each of your employees, representatives and other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Facilities and all materials of any kind (including opinions or other tax analyses) that are provided to you or us relating to such tax treatment and tax structure. However, any information relating to the tax treatment or tax structure will remain subject to the confidentiality provisions hereof (and the foregoing sentence will not apply) to the extent reasonably necessary to enable the parties hereto, their respective affiliates, and their respective affiliates’ directors and employees to comply with applicable securities laws. For this purpose, “tax treatment” means the income tax treatment, and “tax structure” is limited to any facts relevant to the income tax treatment of the transactions contemplated by this Commitment Letter but does not include information relating to the identity of the parties hereto or any of their respective affiliates.
9.
Miscellaneous.

Each Commitment Party’s commitments and agreements hereunder will terminate upon the first to occur of (i) the consummation of the Acquisition, (ii) your written notice to the Lead Arrangers of, or your public announcement of, the abandonment of the Acquisition, (iii) the termination of the Acquisition Agreement in accordance with its terms, and (iv) 5:00 p.m. New York City time on October 15, 2018 (the “ Outside Date ”); provided , however , that the Outside Date shall be extended (x) to January 15, 2019 if all conditions to Closing (as defined in the Acquisition Agreement as in effect on January 15, 2018) set forth in Article IX of the Acquisition Agreement as in effect on January 15, 2018 shall have been satisfied (or, with respect to conditions to be satisfied at such Closing, are then capable of being satisfied) as of October 15, 2018, other than the conditions set forth in Sections 9.01(c), 9.01(d), 9.02(c) and 9.02(d) of the Acquisition Agreement as in effect on January 15, 2018 (the “ Regulatory Conditions ”), (y) to April 15, 2019 if after an extension pursuant to clause (x), all conditions to Closing (as defined in the Acquisition Agreement as in effect on January 15, 2018) set forth in Article IX of the Acquisition Agreement as in effect on January 15, 2018 shall have been satisfied (or, with respect to conditions to be satisfied at such Closing, are then capable of being satisfied) as of January 15, 2019, other than the Regulatory Conditions and (z) to July 15, 2019 if after an extension pursuant to clause (y), all conditions to Closing (as defined in the Acquisition Agreement as in effect on January 15, 2018) set forth in Article IX of the Acquisition Agreement as in effect on January 15, 2018 shall have been satisfied (or, with respect to conditions to be satisfied at such Closing, are then capable of being satisfied) as of April 15, 2019, other than the Regulatory Conditions. Subject to the provisions of the next paragraph and the terms of the Fee Letters, you may terminate this Commitment Letter and/or each Commitment Party’s commitments hereunder. In addition, each Commitment Party’s commitments hereunder to provide and arrange the Bridge Facility will be reduced to the extent described herein by any issuance of the Notes or Takeout Notes (in escrow or otherwise) and other events as described in Annex C.





The provisions set forth in the Fee Letters and under Sections 3, 4, 5 (including Annex A), 6, 7 and 8, and this Section 9 will remain in full force and effect regardless of whether the definitive Facilities Documentation is executed and delivered. The provisions set forth under Sections 5 (including Annex A), 6, 7 and 8, and this Section 9 and the fee and expense reimbursement provisions of the Fee Letters will remain in full force and effect notwithstanding the expiration or termination of this Commitment Letter or the Commitment Parties’ commitments and agreements hereunder; provided that such provisions relating to confidentiality, indemnification and reimbursement shall terminate and be superseded by the terms of the Facilities Documentation to the extent covered thereby and to the extent such Facilities Documentation becomes effective.
Notwithstanding anything in Section 7 to the contrary, the Lead Arrangers may place advertisements in financial and other newspapers and periodicals or on a home page or similar place for dissemination of information on the Internet or World Wide Web as they may choose, and circulate similar promotional materials, after the closing of the Acquisition in the form of a “tombstone” or otherwise describing the names of you and your affiliates, and the amount, type and closing date of the Acquisition, all at expense of the Lead Arrangers.
Each party hereto agrees for itself and its affiliates that any suit or proceeding arising with respect to this Commitment Letter or the Commitment Parties’ commitments or agreements hereunder or the Fee Letters will be heard exclusively in the U.S. District Court for the Southern District of New York or, if that court does not have subject matter jurisdiction, in any state or federal court located in the Borough of Manhattan in the City of New York, and each party hereto agrees to submit to the exclusive jurisdiction of, and to venue in, such court. Any right to trial by jury with respect to any action or proceeding arising in connection with or as a result of the Commitment Parties’ commitments or agreements or any matter referred to in this Commitment Letter or the Fee Letters is hereby waived by the parties hereto and thereto. This Commitment Letter and the Fee Letters will be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws that would otherwise direct the application of the laws of any other jurisdiction; provided , however , that (i) the interpretation of the definition of Material Adverse Effect (as defined in the Acquisition Agreement) and whether or not a Material Adverse Effect has occurred, (ii) the determination of the accuracy of any Specified Acquisition Agreement Representations and whether as a result of any inaccuracy thereof you (or your affiliates) have the right to terminate your (or their) obligations under the Acquisition Agreement or to decline to consummate the Acquisition (in each case in accordance with the terms of the Acquisition Agreement) as a result of a breach of such representation or warranty and (iii) the determination of whether the transactions contemplated by the Acquisition Agreement have been consummated in accordance with the terms of the Acquisition Agreement, in each case, shall be governed by, and construed and interpreted solely in accordance with, the laws of the State of Delaware.
Each of the parties hereto agrees that (i) this Commitment Letter is a binding and enforceable agreement with respect to the subject matter contained herein, including an agreement of each party to negotiate in good faith the Facilities Documentation by the parties hereto in a manner consistent with this Commitment Letter, it being acknowledged and agreed that the availability and funding of the commitments provided hereunder are subject only to conditions precedent as expressly provided in the first paragraph of Section 2 above and in Annex D hereto, and (ii) each Fee Letter is a legally valid and binding agreement of the parties thereto with respect to the subject matter set forth therein.
The Commitment Parties hereby notify you that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107‑56 (signed into law October 26, 2001)) (the “ Patriot Act ”) the Commitment Parties and each Lender may be required to obtain, verify and record information that identifies the Company and





each of the other Guarantors, which information includes the name and address of the Company and each of the other Guarantors and other information that will allow the Commitment Parties and each Lender to identify the Company and each of the other Guarantors in accordance with the Patriot Act. This notice is given in accordance with the requirements of the Patriot Act and is effective for the Commitment Parties and each Lender. You hereby acknowledge and agree that the Lead Arrangers shall be permitted to share any or all such information with the Lenders.
This Commitment Letter may be executed in any number of counterparts, each of which when executed will be an original, and all of which, when taken together, will constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile transmission or other electronic transmission (e.g., in pdf or tif format) will be effective as delivery of a manually executed counterpart hereof. This Commitment Letter, the Facilities Fee Letter, the Agent Fee Letter, and any other agreement entered into by the parties hereto on the date hereof are the only agreements that have been entered into among the parties hereto with respect to the commitments and services to be provided in respect of the Facilities and set forth the entire understanding of the parties with respect thereto and supersede any prior written or oral agreements among the parties hereto with respect to any of the matters referred to in this Commitment Letter.
Please confirm that the foregoing is in accordance with your understanding by signing and returning to the Commitment Parties the enclosed copy of this Commitment Letter, together, if not previously executed and delivered, with the Facilities Fee Letter, on or before 11:59 p.m. New York City time on February 7, 2018, whereupon this Commitment Letter and the Facilities Fee Letter will become binding agreements between you and the Commitment Parties party hereto and thereto. If the Commitment Letter and the Facilities Fee Letter have not been signed and returned as described in the preceding sentence by such date, this offer will terminate on such date. We look forward to working with you on this transaction.
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Very truly yours,
BARCLAYS BANK PLC
By: /s/ Regina Tarone         
Name: Regina Tarone     
Title: Managing Director





















JPMORGAN CHASE BANK, N.A.
By: /s/ Erik Barragan                          
Name:     Erik Barragan
Title: Vice President




















BANK OF AMERICA, N.A.
By: /s/ Grant Gilbert                          
Name: Grant Gilbert     
Title: Director


MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By: /s/ Grant Gilbert                          
Name: Grant Gilbert     
Title: Director


















CITIGROUP GLOBAL MARKETS INC.
By: /s/ Justin Tichauer                          
Name: Justin Tichauer     
Title: Managing Director
    




















THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
By: /s/ Thomas J. Sterr                          
Name: Thomas J. Sterr     
Title: Authorized Signatory


                    
                    


















STANDARD CHARTERED BANK
By: /s/ Daniel Mattern                          
Name: Daniel Mattern
Title: Associate Director




















TORONTO-DOMINION BANK, NEW YORK BRANCH
By: /s/ Pradeep Mehra                      
Name: Pradeep Mehra     
Title: Authorized Signatory



TD BANK, N.A.
By: /s/ M. Bernadette Collins                      
Name: M. Bernadette Collins     
Title: SVP     

    






















Accepted and agreed to as of
the date first above written:
ENERGIZER HOLDINGS, INC.
By: /s/ Timothy Gorman                      
Name: Timothy Gorman     
Title: Executive Vice President and Chief Financial Officer
















































Schedule I
Revolver Commitments
Barclays Bank PLC
$67,500,000
JPMorgan Chase Bank, N.A.
$67,500,000
Bank of America, N.A.
$60,000,000
Citi
$60,000,000
The Bank of Tokyo-Mitsubishi UFJ, Ltd
$60,000,000
Standard Chartered Bank
$42,500,000
TD Bank, N.A.
$42,500,000
Total:
$400,000,000







































Annex A
In the event that any Commitment Party becomes involved in any capacity in any action, proceeding or investigation brought by or against any person, including shareholders, partners, members or other equity holders of the Company, the Seller or the Acquired Business, in connection with or as a result of either this arrangement or any matter referred to in this Commitment Letter, the Original Commitment Letter, the Original Fee Letter or the Fee Letters (collectively, the “ Letters ”), the Company agrees to periodically reimburse each Commitment Party for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. The Company also agrees to indemnify and hold each Commitment Party harmless against any and all losses, claims, damages or liabilities to any such person in connection with or as a result of either this arrangement or any matter referred to in the Letters (whether or not such investigation, litigation, claim or proceeding is brought by you, your equity holders or creditors or an indemnified party and whether or not any such indemnified party is otherwise a party thereto), except to the extent that such loss, claim, damage or liability (x) has been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence, bad faith or willful misconduct of such Commitment Party in performing the services that are the subject of the Letters or (ii) a material breach of the obligations of such Commitment Party under the Letters or (y) has resulted from a dispute solely among the Commitment Parties that does not involve an act or omission by the Company or any of its affiliates and is not brought against such Commitment Party in its capacity as an agent or arranger or similar role under any Facility. If for any reason the foregoing indemnification is unavailable to any Commitment Party or insufficient to hold it harmless, then the Company will contribute to the amount paid or payable by the Commitment Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative economic interests of (i) the Company and its affiliates, shareholders, partners, members or other equity holders on the one hand and (ii) such Commitment Party on the other hand in the matters contemplated by the Letters as well as the relative fault of (i) the Company and its affiliates, shareholders, partners, members or other equity holders and (ii) such Commitment Party with respect to such loss, claim, damage or liability and any other relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Company under this paragraph will be in addition to any liability which the Company may otherwise have, will extend upon the same terms and conditions to any affiliate of a Commitment Party and the partners, members, directors, agents, officers, employees, advisors and other representatives and controlling persons (if any), as the case may be, of such Commitment Party and any such affiliate (collectively with the Commitment Party, an “indemnified party”), and will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, each Commitment Party, any such indemnified party. The Company also agrees that neither any indemnified party nor any of such affiliates, partners, members, directors, agents, employees or controlling persons will have any liability based on its or their exclusive or contributory negligence or otherwise to the Company or any person asserting claims on behalf of or in right of the Company or any other person in connection with or as a result of either this arrangement or any matter referred to in the Letters, except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company or their respective affiliates, shareholders, partners or other equity holders have been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such indemnified party in performing the services that are the subject of the Letters; provided , however , that in no event will such indemnified party or such other parties have any liability for any indirect, consequential, special or punitive damages in connection with or as a result of such indemnified party’s or such other parties’ activities related to the Letters.
The Company will not be required to indemnify an indemnified party for any amount paid or payable by such an indemnified party in the settlement of any action, proceeding or investigation without the Company’s consent, which consent will not be unreasonably withheld, conditioned or delayed, but if settled with your





consent, or if there is a final judgment in any such action, proceeding or investigation, you agree to indemnify and hold harmless each indemnified party to the extent and in the manner set forth above. You shall not, without the prior written consent of an indemnified party, which consent will not be unreasonably withheld, conditioned or delayed, effect any settlement of any pending or threatened claim, litigation, investigation or proceedings relating to the foregoing (the “Proceedings”) in respect of which indemnity could have been sought hereunder by such indemnified party unless (a) such settlement includes an unconditional release of such indemnified party in form and substance reasonably satisfactory to such indemnified party from all liability or claims that are the subject matter of such Proceedings and (b) such settlement does not include any statement as to, or any admission of, fault or wrongdoing, by or on behalf of such indemnified party. The provisions of this Annex A will survive any termination of the commitments or completion of the arrangement provided by the Letters.








































Annex B
Summary of the Senior Secured Credit Facilities
This Summary outlines certain terms of the Senior Secured Credit Facilities referred to in the Commitment Letter, of which this Annex B is a part. Certain capitalized terms used herein are defined in the Commitment Letter.
Borrower:
Energizer Holdings, Inc., a Missouri corporation (the “ Company ”).
Guarantors:
All obligations under the Senior Secured Credit Facilities and certain obligations under cash management arrangements and interest rate protection or other hedging arrangements (“ Hedging Arrangements ”) entered into with an Agent, a Bank Lead Arranger or a Bank Lender (each, as defined below) or any other person that was an affiliate of any such entity at the time any such arrangements were put into place (each, a “ Lender Counterparty ”), other than any obligation of any Guarantor to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act (a “ Swap ”), if, and to the extent that, all or a portion of the guarantee by such Guarantor of such Swap (or any guarantee thereof) (determined after giving effect to any applicable keepwell, support, or other agreement for the benefit of such Guarantor and any and all applicable guarantees of such Guarantor’s Swap obligations by other Loan Parties) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) (collectively, “ Excluded Swap Obligations ”), will be unconditionally guaranteed (the “ Guarantees ”) by each of the Company’s existing and subsequently acquired or organized wholly owned domestic “material” (to be defined as set forth in the Existing Credit Agreement) restricted subsidiaries, including any such subsidiaries acquired in the Acquisition, in each case subject to exceptions consistent with the Documentation Principles and including all subsidiaries that provide guarantees in respect of the Existing Notes (collectively, the “ Guarantors ” and, together with the Company, the “ Loan Parties ”).
Joint Lead Arrangers and
Joint Lead Bookrunners:
JPMorgan Chase Bank, N.A. (“ JPMCB ”), Barclays Bank PLC (“ Barclays ”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any of its designated affiliates), Citigroup Global Markets Inc. (“ CGMI ”) and MUFG (as defined below) will act as joint lead arrangers and lead bookrunners (in such capacities, the “ Bank Lead Arrangers ”) for the Senior Secured Credit Facilities and will perform the duties customarily associated with such roles.

For purposes hereof, (i) “ Citi ” means CGMI, Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc. and/or any of their affiliates as





may be appropriate to consummate the transactions contemplated herein and (ii) “ MUFG ” means The Bank of Tokyo-Mitsubishi UFJ, Ltd., MUFG Union Bank, N.A., MUFG Securities Americas Inc. and/or any of their affiliates as MUFG shall determine to be appropriate to provide the services contemplated herein.

Bank Administrative Agent:
JPMCB will act as sole and exclusive administrative agent (in such capacity, the “ Bank Administrative Agent ”) for the Bank Lenders and will perform the duties customarily associated with such role.
Collateral Agent:
JPMCB will act as sole and exclusive collateral agent (in such capacity, the “ Collateral Agent ”) for the Bank Lenders and Lender Counterparties and will perform the duties customarily associated with such role.
Syndication Agent:
Barclays, in its capacity as Syndication Agent.
Co-Documentation Agents:
Bank of America, N.A. (“ BofA ”), MUFG, Citi, Standard Chartered Bank (“ SC ”) and TD Securities (USA) LLC.
Bank Lenders:
Various banks, financial institutions and institutional lenders selected by the Bank Lead Arrangers in consultation and coordination with the Company, excluding any Disqualified Lender (each, a “ Bank Lender and, collectively, the “ Bank Lenders ”).
Amount of Senior Secured
Credit Facilities:
An aggregate of up to $2,040 million of senior secured first lien credit facilities (the “ Senior Secured Credit Facilities ”) consisting of:
(a)
a $1,640 million senior secured first lien term loan facility (the “ Term Loan Facility ”); provided that the Term Loan Facility shall be reduced (i) to the extent necessary to comply with the Existing Notes Ratio Test and (ii) in an amount equal to the Dollar Notes Shortfall; and
(b)
a $400 million senior secured first lien revolving credit facility (the “ Revolving Credit Facility ”).
Swing Line Loans:
At the Company’s option, a portion of the Revolving Credit Facility to be mutually agreed upon may be made available as swing line loans (“ Swing Line Loans ”) by JPMCB or another Bank Lender acceptable to the Company and the Bank Administrative Agent (the “ Swing Line Lender ”) on same-day notice. Any Swing Line Loans will reduce availability under the Revolving Credit Facility on a dollar-for-dollar basis and will bear interest at a rate per annum equal to the interest rate applicable to loans under the Revolving Credit Facility bearing interest based upon the Base Rate. Each Bank Lender under the Revolving Credit Facility will acquire an irrevocable and unconditional pro rata participation in each Swing Line Loan.





The Senior Secured Credit Facilities Documentation will contain mutually agreeable provisions to protect the Swing Line Lender in the event any Bank Lender under the Revolving Credit Facility is a Defaulting Lender (to be defined in a mutually acceptable manner and consistent with the Senior Secured Credit Facilities Documentation Principles).
Letters of Credit:
At the Company’s option, a portion of the Revolving Credit Facility to be mutually agreed upon (the “ LC Sublimit ”) may be made available for the issuance of standby letters of credit (“ Letters of Credit ”) by JPMCB, Barclays, BofA, Citi, MUFG and TD Bank, N.A. (each, an “ Issuing Bank ”), with commitments equal to 18.9%, 18.9%, 16.8%, 16.8%, 16.8% and 11.9%, respectively, of the aggregate principal amount of the LC Sublimit. The face amount of any outstanding Letters of Credit will reduce availability under the Revolving Credit Facility on a dollar-for-dollar basis. The provisions governing the issuance and reimbursement of Letters of Credit will be consistent with the Senior Secured Credit Facilities Documentation Principles; provided that Barclays shall only be required to issue standby Letters of Credit.
The Senior Secured Credit Facilities Documentation will contain mutually agreeable provisions substantially similar to those provisions contained in the Existing Credit Agreement to protect the Issuing Banks in the event any Bank Lender under the Revolving Credit Facility is a Defaulting Lender.
Incremental Facility:
The Company will have the right to increase the commitments under the Revolving Credit Facility or incur incremental term loan facilities (each such increase to the Revolving Credit Facility, an “ Incremental Revolving Facility ” and each such incremental term loan facility, an “ Incremental Term Loan Facility ” and, collectively, the “ Incremental Facilities ”) in an aggregate amount not to exceed the sum of (a) the greater of (x) $600 million and (y) 100% of the Company’s Consolidated EBITDA (to be defined in a manner consistent with the Senior Secured Credit Facilities Documentation Principles) for the period of four fiscal quarters most recently ended for which financial statements have been delivered to the Bank Lenders plus (b) the aggregate principal amount of any voluntary prepayments of Term Loans and Incremental Term Loans incurred under clause (a) above plus (c) an additional amount, so long as after giving effect to the incurrence of such additional amount, the First Lien Net Leverage Ratio (to be defined in a mutually acceptable manner and net of unrestricted cash and cash equivalents, with a cap on cash netting to be agreed) would not exceed 2.75:1.00 (or, if such Incremental Facility is incurred to finance a Permitted Acquisition, would not exceed the First Lien Net Leverage Ratio immediately prior to such incurrence) on a pro forma basis on the date of incurrence and for the most recent determination period, after giving effect to such Incremental Facility and the use of proceeds thereof (assuming that all commitments under any Incremental Revolving Facility were fully





drawn and without netting the proceeds of any Incremental Facility then being incurred), in each case on terms and subject to conditions to be agreed; provided that the maximum amount of all Incremental Revolving Facilities shall not exceed $200,000,000 in aggregate; provided , further that the terms and conditions applicable to Incremental Facilities shall be otherwise consistent with the Existing Credit Agreement; provided that MFN protection consistent with that contained in Section 2.05(b)(iii)(A) of the Existing Credit Agreement will be applicable to the Term Loans but shall (1) be applicable only for the first twelve months following the Closing Date (the “ Sunset Provision ”) and (2) include exceptions for Incremental Term Facilities incurred in connection with a Change of Control or a transformative acquisition not otherwise permitted under the Senior Secured Credit Facilities Documentation (the “ MFN Exceptions ”).
Purpose/Use of Proceeds:
On the Closing Date, (a) the proceeds of the Term Loan Facility will be used to finance in part the Acquisition (including the repayment of all existing indebtedness under the Existing Credit Agreement) and the payment of fees and expenses in connection with the Acquisition and (b) a portion of the Revolving Credit Facility will be used (i) in an amount equal to the outstanding letters of credit issued under the Existing Credit Agreement to be deemed issued under the Revolving Credit Facility on the Closing Date and (ii) in an amount to be mutually agreed upon to finance in part the Acquisition and the payment of fees and expenses in connection with the Acquisition. After the Closing Date, the Revolving Credit Facility will be available to provide for the ongoing working capital requirements of the Company and its subsidiaries and for general corporate purposes.
Availability:
The Term Loan Facility will be available in one drawing on the Closing Date. Amounts borrowed under the Term Loan Facility that are repaid or prepaid may not be reborrowed.
Amounts borrowed under the Revolving Credit Facility may be borrowed, repaid and reborrowed on and after the Closing Date until the Revolving Maturity Date.
Closing Date:
The date on which the loans under any of the Facilities are funded and the Acquisition is consummated (the “ Closing Date ”).
Maturity:
The maturity dates of each of the Senior Secured Credit Facilities will be as follows:
(a)      Term Loan Facility : The 7th anniversary of the Closing Date (the “ Term Maturity Date ”); and
(b)      Revolving Credit Facility : The 5th anniversary of the Closing Date (the “ Revolving Maturity Date ”).





Amortization:
Term Loan Facility : The outstanding principal amount of the Term Loan Facility will be payable in equal quarterly amounts of 1.00% per annum prior to the Term Maturity Date, with the remaining balance, together with all other amounts owed with respect thereto, payable on the Term Maturity Date.
Revolving Credit Facility : No amortization will be required with respect to the Revolving Credit Facility.
Interest Rate:
All amounts outstanding under the Facilities will bear interest, at the Company’s option, at a rate per annum equal to:
(a)      in the case of the Term Loan Facility, (I) the Base Rate (defined as the highest of (x) the prime rate of interest publicly announced from time to time by JPMCB, (y) the Federal Funds Rate plus 0.50% and (z) the Eurodollar Rate plus 1.00%) plus 1.75% per annum; or (II) the Eurodollar Rate (as defined in the Existing Credit Agreement and with changes to be agreed to address LIBOR discontinuation) plus 2.75% per annum; and
(b)      in the case of the Revolving Credit Facility, (I) the Base Rate plus 1.75% per annum; or (II) the Eurodollar Rate plus 2.75% per annum; provided that beginning on the date of the first interest period occurring after the date on which the Company delivers to the Bank Lenders financial statements for the first full fiscal quarter after the Closing Date, the applicable margin for the Revolving Credit Facility will be subject to step-downs to be agreed based upon the Total Net Leverage Ratio (to be defined in a mutually acceptable manner and consistent with the Senior Secured Credit Facilities Documentation Principles and net of unrestricted cash and cash equivalents, with a cap on cash netting to be agreed) as of the four-fiscal-quarter period ended as of the date of the applicable financial statements.
At no time will the Eurodollar Rate with respect to the Senior Secured Credit Facilities be deemed to be less than 0.00% per annum.
Default Interest:
Upon the occurrence and during the continuance of a payment, bankruptcy or insolvency default or event of default, interest on all overdue amounts will accrue at a rate of 2.0% per annum plus the rate otherwise applicable to such amounts and will be payable on demand (the “ Default Interest Rate ”).
Interest Payments:
Monthly for loans bearing interest based upon the Base Rate; on the last day of the applicable interest periods (which will be one, three and six months or, if agreed by all Bank Lenders, 12 months) for loans bearing interest based upon the reserve adjusted Eurodollar Rate (and at the end of every three months, in the case of interest periods longer than three months); and upon each voluntary and mandatory repayment on the principal amount repaid, in each case payable in arrears and computed





on the basis of a 360-day year or, with respect to loans bearing interest based upon clause (x) of the definition of Base Rate, a 365/366-day year.
Commitment Fees:
Commitment fees will initially be equal to 0.50% per annum times the daily average undrawn portion of the Revolving Credit Facility (with the face amount of all Letters of Credit issued and outstanding constituting drawings for such purposes). Swing Line Loans will, for purposes of the commitment fee calculation only, not be deemed to be a utilization of the Revolving Credit Facility. Beginning on the date of the first interest period occurring after the date on which the Company delivers to the Bank Lenders financial statements for the first full fiscal quarter after the Closing Date, the commitment fee will be determined in accordance with a pricing grid based on First Lien Net Leverage Ratios to be agreed.
Funding Protection and Taxes:
Consistent with the Senior Secured Credit Facility Documentation Principles.
Voluntary Payments:
The Senior Secured Credit Facilities may be repaid in whole or in part, without premium or penalty, upon one business day’s (or, in the case of a prepayment of loans bearing interest based upon the reserve adjusted Eurodollar Rate, three business days’) prior written notice, subject to (i) reimbursement of the Bank Lenders’ breakage costs in the case of a prepayment of loans bearing interest based upon the reserve adjusted Eurodollar Rate prior to the last day of the applicable interest period and (ii) payments of an amount provided below under the caption “Soft Call on Term Loans”.
Soft Call on Term Loans:
The Company will pay a “prepayment premium” in connection with any Repricing Event (as defined in the Existing Credit Agreement) with respect to all or any portion of the loans under the Term Loan Facility that occurs on or before the 6-month anniversary of the Closing Date, in an amount not to exceed 1.0% of the principal amount of the loans under the Term Loan Facility subject to such Repricing Event.
Mandatory Payments:
The Company will be required to make the following mandatory prepayments:
1. Asset Sale Proceeds : Prepayments in an amount equal to 100.0% (stepping down to 50% and 0% based upon the achievement of First Lien Net Leverage Ratios to be agreed, which shall be calculated without netting the proceeds of any asset sale for which the ratio is then being tested (the “ Asset Sale Stepdowns ”)) of the net cash proceeds of the sale or other disposition of any property or assets of the Company or any of its subsidiaries (including the sale by the Company of any equity interests in any of its subsidiaries and the issuance by any such subsidiary of any equity interests but excluding certain asset sales to be agreed), other than net cash proceeds of sales or other dispositions of inventory in the ordinary course of business, and other exceptions to be agreed consistent with the Senior Secured Credit Facilities Documentation





Principles and net cash proceeds that are reinvested (or committed to be reinvested) in other long-term assets useful in the business of the Company or any of its subsidiaries within 365 days of such sale or disposition or, if so committed to be reinvested within such period, reinvested within 180 days thereafter.
2. Casualty and Condemnation Proceeds : Prepayments in an amount equal to 100.0% (subject to the Asset Sale Stepdown) of the net cash proceeds of insurance or condemnation proceeds paid on account of any loss of any property or assets of the Company or any of its subsidiaries to the extent such proceeds exceed an amount to be agreed in any fiscal year, other than net cash proceeds that are reinvested (or committed to be reinvested) in other long-term assets useful in the business of the Company or any of its subsidiaries (or used to replace damaged or destroyed assets) within 365 days of receipt of such net cash proceeds or, if so committed to be reinvested within such period, reinvested within 180 days thereafter.
3. Indebtedness Proceeds : Prepayments in an amount equal to 100.0% of the net cash proceeds received from the incurrence of indebtedness by the Company or any of its subsidiaries (other than indebtedness otherwise permitted under the Loan Documents (unless permitted to be incurred solely if used to prepay loans under the Term Loan Facility)) payable no later than the business day following the date of receipt.
4. Excess Cash Flow : Prepayments in an amount equal to 50.0% of “Excess Cash Flow” (to be defined as set forth in the Existing Credit Agreement) of the Company and its subsidiaries, beginning with the fiscal year ending September 30, 2019, stepping down to 25.0% and 0% if the First Lien Net Leverage Ratio for the fiscal year for which Excess Cash Flow is being calculated is below levels to be agreed.
All of the foregoing mandatory prepayments will be applied in a manner consistent with the Senior Secured Credit Facilities Documentation Principles.
In addition, the Company will make mandatory payments in respect of the Revolving Credit Facility and/or cash collateralize Letters of Credit at any time that the aggregate amount of all extensions of credit outstanding under the Revolving Credit Facility at such time exceeds the aggregate amount of commitments thereunder at such time. Letters of Credit will be cash collateralized or replaced to the extent that the aggregate amount thereof exceeds the Letter of Credit sublimit.
Senior Secured Credit
Facilities Documentation:
The definitive documentation relating to the Senior Secured Credit Facilities (the “ Senior Secured Credit Facilities Documentation ”) will be negotiated in good faith, will be based on and substantially similar to that certain Credit Agreement, dated as of June 30, 2015 (as amended





pursuant to Incremental Term Loan Amendment No. 1 dated as of May 24, 2016, Amendment No. 2 dated as of July 8, 2016 and Refinancing Amendment No. 1 dated as of March 16, 2017, the “ Existing Credit Agreement ”), among Energizer Holdings, Inc., as borrower, the various lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent thereunder, with (a) changes to conform to matters specified in this Annex B, (b) such other changes to the terms set forth therein as may be mutually agreed upon, taking into account the operational and strategic requirements of the Company and its subsidiaries (after giving effect to the Acquisition and the other transactions contemplated by the Commitment Letter) in light of their capitalization, size, business, industry, matters disclosed in the Acquisition Agreement and the Company’s proposed business plan, and (c) JPMCB’s customary requirements for transactions where it acts as agent, including, without limitation, customary European Union Bail-In provisions (collectively, the “ Senior Secured Credit Facilities Documentation Principles ”). In addition, Consolidated EBITDA will be defined in a manner consistent with the Senior Secured Credit Facilities Documentation Principles and, in any event, will allow uncapped addbacks for (1) cost savings, operating expense reductions and synergies arising from actions taken in the relevant measurement period and reasonably expected to be realized within 24 months after taking the action giving rise thereto, (2) restructuring and business optimization expenses and (3) one-time costs, in each case as set forth in clauses (ix) through (xi) in the definition of Consolidated EBITDA in the Existing Credit Agreement (the “ EBITDA Addbacks ”).
Collateral:
The obligations of the Company and the Guarantors under the Senior Secured Credit Facilities, each Guarantee, any cash management arrangements with a Lender Counterparty and any Hedging Arrangements with a Lender Counterparty (other than Excluded Swap Obligations) will be secured by perfected first priority security interests in substantially all tangible and intangible assets, including without limitation substantially all personal, real and mixed property of the Company and the Guarantors (including the assets of the Acquired Business), subject to customary limitations on equity of foreign subsidiaries and other limitations and exceptions to be mutually agreed upon and consistent with the Senior Secured Credit Facilities Documentation Principles (collectively, the “ Collateral ”).
Representations and
Warranties:
Substantially similar to the Existing Credit Agreement, as modified pursuant to the Senior Secured Credit Facilities Documentation Principles, consisting of: organization, requisite power and authority, qualification; due authorization; no conflicts and governmental consents; financial statements; no material adverse change; taxes; litigation, contingencies and violations; subsidiaries, equity interests and ownership; ERISA; accuracy of information; margin stock; compliance with laws; no default; assets and properties; Investment Company Act





and statutory indebtedness restrictions; insurance; labor matters; environmental matters; solvency; Patriot Act; sanctions; anti-corruption; security documents and collateral matters; no brokers.
Affirmative Covenants:
Substantially similar to the Existing Credit Agreement, as modified pursuant to the Senior Secured Credit Facilities Documentation Principles, consisting of: delivery of annual and quarterly financial statements; compliance certificates; notices of default and other adverse developments, ERISA notices and other reports, and information reasonably requested; preservation of existence and conduct of business; compliance with laws; payment of obligations; insurance; inspection rights; books and records; ERISA compliance; maintenance of property; environmental compliance; use of proceeds; further assurances and information with respect to collateral and additional guarantees and collateral; maintenance of ratings; and designation of subsidiaries.
Negative Covenants:
Substantially similar to the Existing Credit Agreement, as modified pursuant to the Senior Secured Credit Facilities Documentation Principles (including with respect to basket sizes, which are to be agreed), consisting of limitations on: indebtedness; liens; fundamental changes and business activities; investments, loans, advances, guarantees and acquisitions; asset sales; restricted payments; certain payments of indebtedness; transactions with affiliates; restrictive agreements; amendments to organizational documents and certain debt documents; changes in fiscal periods; swap agreements; and margin activities and use of proceeds. Without limiting the foregoing, the negative covenants in the Senior Secured Credit Facilities Documentation will provide for the following exceptions:
(a)      the incurrence of Permitted Debt (as defined in the Existing Credit Agreement, subject to the terms and conditions set forth therein and with a weighted average life to maturity no shorter than the Term Loans, and a sublimit to be agreed for non-Loan Parties) will be permitted subject to the following ratio tests (in each case, on a pro forma basis as of the most recently ended fiscal quarter for which financial statements have been delivered): (i) in the case of indebtedness that is secured on a pari passu basis with the Senior Secured Credit Facilities, compliance with a First Lien Net Leverage Ratio of 2.75:1.00 (or, if such indebtedness is incurred in connection with a Permitted Acquisition, no higher than the First Lien Net Leverage Ratio immediate prior to giving effect to such incurrence and Permitted Acquisition), provided that any such indebtedness in the form of term loans shall be subject to the “MFN” protection that applies to Incremental Term Facilities, (ii) in the case of indebtedness that is secured on a junior basis to the Senior Secured Credit Facilities, compliance with a Senior Secured Net Leverage Ratio (to be defined in a mutually acceptable manner and consistent with the Senior Secured Credit Facilities Documentation Principles and net of unrestricted cash and cash equivalents, with a cap on cash netting to be agreed) of 2.75:1.00 (or, if such indebtedness is incurred in connection





with a Permitted Acquisition, no higher than the Senior Secured Net Leverage Ratio immediate prior to giving effect to such incurrence and Permitted Acquisition) and (iii) in the case of unsecured indebtedness, compliance with a Total Net Leverage Ratio of the Total Net Leverage Ratio on the Closing Date (or, if such indebtedness is incurred in connection with a Permitted Acquisition, no higher than the Total Net Leverage Ratio immediate prior to giving effect to such incurrence and Permitted Acquisition);
(b)      (i) investments will be permitted on an unlimited basis (subject to no default) so long as the pro forma Total Net Leverage Ratio is less than or equal to 4.75:1.00 and (ii) Permitted Acquisitions shall be unlimited subject to the absence of any event of default and a cap to be agreed on acquisitions of non-Loan Parties;
(c)      restricted payments will be permitted (i) up to $100 million per fiscal year for dividends on common stock, subject to the absence of any event of default and (ii) on an unlimited basis (subject to no default) so long as the pro forma Total Net Leverage Ratio is less than or equal to 4.00:1.00;
(d)      prepayments of junior debt will be permitted on an unlimited basis (subject to no default) so long as the pro forma Total Net Leverage Ratio is less than or equal to 4.75:1.00; and
(e)      an “Available Amount” basket on substantially the same terms as the Existing Credit Agreement (with the consolidated net income-based “builder” portion commencing on the first fiscal quarter ending after the Closing Date) provided that the “starter” basket thereof shall be set at the greater of (x) an amount to be agreed and (y) the corresponding percentage of Consolidated EBITDA for the most-recently ended period of four fiscal quarters as of the Closing Date.
Financial Covenant:
Term Loan Facility : None.
Revolving Credit Facility : A maximum Total Net Leverage Ratio set to 6.25:1.00, subject to two step downs at Total Net Leverage Ratios to be agreed (the “ Financial Covenant ”). The financial covenant will be tested as of the last day of any fiscal quarter (for the period of four quarters then ended).
Events of Default:
Substantially similar to the Existing Credit Agreement, as modified pursuant to the Senior Secured Credit Facilities Documentation Principles, consisting of: non-payment; breach of covenant; breach of representation or warranty; cross-default and cross-acceleration; bankruptcy and insolvency events; judgments; invalidity of loan document or lien on Collateral; ERISA events and Change of Control.







Conditions to Extensions
of Credit on Closing Date:
The several obligations of each Bank Lender to make the initial loans and extensions of credit under the Senior Secured Credit Facilities on the Closing Date will be subject only to the conditions precedent referred to in the first paragraph of Section 2 of the Commitment Letter and those listed on Annex D attached to the Commitment Letter.
Conditions to Extensions of
Credit after Closing Date:
The several obligation of each Bank Lender to make loans and other extensions of credit under the Revolving Credit Facility after the Closing Date will be subject to the following conditions: (i) prior written notice of borrowing, (ii) the accuracy of representations and warranties in all material respects (or, in each case, if such representation or warranty is qualified by or subject to materiality or a “material adverse change”, “material adverse effect” or similar term or qualification, in all respects) and (iii) the absence of any default or event of default.
Assignments and
Participations:
Substantially similar to the Existing Credit Agreement, as modified pursuant to the Senior Secured Credit Facilities Documentation Principles, including that each Bank Lender will be permitted to make assignments in minimum amounts set forth in the Existing Credit Agreement to other entities (but not Disqualified Lenders) approved by (x) the Bank Administrative Agent, (y) with respect to any assignments of Revolving Loans, the Issuing Banks and (z) so long as no payment or bankruptcy default has occurred and is continuing, the Company, each such approval not to be unreasonably withheld or delayed; provided , however , that (i) no approval of the Company shall be required in connection with assignments in connection with the primary syndication of the Facilities to Bank Lenders selected by the Lead Arrangers in consultation with the Company or assignments to other Bank Lenders or any of their affiliates or approved funds, (ii) the Company shall be deemed to have given consent to an assignment if it shall have failed to respond to a written notice thereof within 10 business days and (iii) no approval of the Bank Administrative Agent shall be required in connection with assignments to other Bank Lenders or any of their affiliates or approved funds. Each Lender will also have the right, without consent of the Company or the Bank Administrative Agent, to assign as security all or part of its rights under the Senior Secured Credit Facilities Documentation to any Federal Reserve Bank. Bank Lenders will be permitted to sell participations with voting rights limited to customary significant matters. An assignment fee in the amount of $3,500 will be charged with respect to each assignment unless waived by the Bank Administrative Agent in its sole discretion.
Notwithstanding the foregoing, in no event will the Bank Administrative Agent be obligated to ascertain, monitor or inquire as to whether any Bank Lender or participant is a Disqualified Lender or have any liability in connection therewith. The Bank Administrative Agent shall post or otherwise make available to Lenders a list of all Disqualified Lenders.





Assignments of loans under the Term Loan Facility to the Company or any of its subsidiaries shall be permitted subject to satisfaction of conditions consistent with the Existing Credit Agreement, including that (i) no default or event of default shall exist or result therefrom, (ii) the Company or such subsidiary shall make an offer to all Bank Lenders in accordance with “Dutch auction” procedures consistent with those set forth in the Existing Credit Agreement, (iii) the Company must provide a customary representation and warranty as to disclosure of information, (iv) upon the effectiveness of any such assignment, such loans shall be automatically retired and (v) no borrowings under the Revolving Credit Facility shall be used to fund any such assignment.






Amendments and
Required Lenders:
Substantially similar to the Existing Credit Agreement, as modified pursuant to the Senior Secured Credit Facilities Documentation Principles, including that amendments and waivers of the provisions of the Senior Secured Credit Facilities Documentation will require the approval of Bank Lenders holding more than 50% of the aggregate Senior Secured Credit Facilities (the “ Required Lenders ”), except that (a) the consent of each Bank Lender directly and adversely affected thereby will also be required with respect to (i) increases in commitment amount of such Bank Lender, (ii) reductions of principal, interest (other than default interest), or fees payable to such Bank Lender, (iii) extensions of scheduled maturities or times for payment of amounts payable to such Bank Lender and (iv) changes in certain pro rata provisions and (b) the consent of each Bank Lender shall be required with respect to (i) releases of all or substantially all of the Collateral or the release of all or substantially all of the value of any guaranties (other than with respect to a sale permitted under the Senior Secured Credit Facilities Documentation) and (ii) the definition of Required Lenders or other voting provisions. Notwithstanding the foregoing, (i) only Bank Lenders holding at least a majority of the Revolving Credit Facility (the “ Required Revolving Lenders ”) will have the ability to amend the Financial Covenant, waive a breach of the Financial Covenant or accelerate the Revolving Credit Facility upon a breach of the Financial Covenant and (ii) a breach of the Financial Covenant will not constitute an Event of Default with respect to the Term Loan Facility or trigger a cross-default under the Term Loan Facility until the date on which the Revolving Credit Facility has been accelerated and terminated by the Required Revolving Lenders in accordance with the terms of the Revolving Credit Facility.
Indemnity and Expenses:
Substantially similar to the Existing Credit Agreement, as modified pursuant to the Senior Secured Credit Facilities Documentation Principles, including that the Bank Administrative Agent, the Bank Lead Arrangers and the Bank Lenders (and their affiliates and their respective officers, directors, employees, advisors and agents) will have no liability to the Company, and will be indemnified and held harmless against, any loss, liability, cost or expense incurred in respect of the Senior Secured Credit Facilities or the use or the proposed use of proceeds thereof (except to the extent resulting from the gross negligence, bad faith or willful misconduct of the indemnified party).
Governing Law and
Jurisdiction:
New York.
Counsel to the Bank Lead
Arrangers and the
Bank Administrative Agent:
Davis Polk & Wardwell LLP.





Annex C
Summary of the Bridge Facility
This Summary outlines certain terms of the Bridge Facility referred to in the Commitment Letter, of which this Annex C is a part. Certain capitalized terms used herein are defined in the Commitment Letter.
Company:
Energizer Holdings, Inc. (the “ Company ”).
Guarantors:
Each subsidiary of the Company that is or is required to be a guarantor under the Senior Secured Credit Facilities (as defined in Annex B to the Commitment Letter) (the “ Guarantors ”) will guarantee (the “ Guarantee ”) all obligations of the Company under the Bridge Facility.
Joint Lead Arrangers and
Joint Bookrunners:
Barclays Bank PLC (“ Barclays ”), JPMorgan Chase Bank, N.A. (“ JPMCB ”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any of its designated affiliates), Citigroup Global Markets Inc. and MUFG (as defined below) will act as lead arrangers and lead bookrunners (in such capacities, the “ Bridge Lead Arrangers ”) for the Bridge Facility and will perform the duties customarily associated with such roles.

For purposes hereof, (i) “ Citi ” means CGMI, Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc. and/or any of their affiliates as may be appropriate to consummate the transactions contemplated herein and (ii) “ MUFG ” means The Bank of Tokyo-Mitsubishi UFJ, Ltd., MUFG Union Bank, N.A., MUFG Securities Americas Inc. and/or any of their affiliates as MUFG shall determine to be appropriate to provide the services contemplated herein.

Bridge Administrative Agent:
Barclays, in its capacity as Administrative Agent (the “ Bridge Administrative Agent ” and, together with the Bank Administrative Agent and the Collateral Agent, the “ Agents ”).
Bridge Syndication Agent:
JPMCB.
Bridge Co-Documentation Agents:
Bank of America, MUFG, Citi, Standard Chartered Bank and TD Securities (USA) LLC.
Bridge Lenders:
A syndicate of financial institutions selected by the Bridge Lead Arrangers in consultation and coordination with the Company, excluding any Disqualified Lenders (each, a “ Bridge Lender ” and, collectively, the “ Bridge Lenders ”).
Amount of Bridge Loans:
Up to $720 million plus any amounts by which the Term Loan Facility is reduced in order to comply with the Existing Notes Ratio Test in aggregate principal amount of senior unsecured increasing





rate loans (the “ Bridge Loans ”) will be available in a single draw on the Closing Date.
The aggregate principal amount of the Bridge Loans available to be borrowed on the Closing Date will be automatically reduced by (i) the gross proceeds received by the Company or any of its subsidiaries from any non-ordinary course asset sale after January 15, 2018 and on or prior to the Closing Date to the extent not required to prepay the loans under the Existing Credit Agreement and (ii) the gross proceeds received by the Company or any of its subsidiaries (including any such proceeds funded into escrow) from any sale or placement of Notes or other Takeout Notes or equity securities (other than pursuant to employee or director compensation plans or arrangements) after January 15, 2018 and on or prior to the Closing Date.
Closing Date:
The date on which Bridge Loans are made and the Acquisition is consummated (the “ Bridge Closing Date ”).
Ranking:
The Bridge Loans, the Guarantees and all obligations with respect thereto will be senior unsecured obligations and rank pari passu in right of payment with all of the Company’s and the Guarantors’ existing and future senior obligations (including all obligations under the Senior Secured Credit Facilities).
Security:
None.
Maturity:
The Bridge Loans will mature on the first anniversary of the Bridge Closing Date (the “ Conversion Date ”); provided that on the Conversion Date, so long as there is no payment or bankruptcy default and the Conversion Fee (as defined in the Facilities Fee Letter) has been paid, the Bridge Loans will automatically convert into senior unsecured term loans maturing on the eighth anniversary of the Closing Date (the “ Rollover Loans ”). At any time and from time to time, on or after the Conversion Date, upon reasonable prior written notice and in a minimum principal amount of at least $150.0 million, the Rollover Loans may be exchanged (each such exchange, an “ Exchange ”), in whole or in part, at the option of the applicable Bridge Lender or Bridge Lenders, for senior unsecured exchange notes (the “ Exchange Notes ”), in a principal amount equal to the principal amount of the Rollover Loans so exchanged and having the same maturity date as the Rollover Loans so exchanged.
The Exchange Notes will be issued pursuant to an indenture (the “ Indenture ”) that will have the terms set forth on Exhibit 1 to this Annex C.
Demand Failure Event:
Any failure to comply with the terms of a Bridge Takeout Notice (as defined in the Facilities Fee Letter) for any reason will be





deemed to be a “ Demand Failure Event ” (as defined in the Facilities Fee Letter) under the Bridge Facility Documentation. A Demand Failure Event will not constitute a default or event of default under the Bridge Facility.
Interest Rate:
Until the earlier of (i) the Conversion Date or (ii) the occurrence of a Demand Failure Event, the Bridge Loans will bear interest at a floating rate, reset quarterly, as follows: (x) for the first three-month period commencing on the Bridge Closing Date, the Bridge Loans will bear interest at a rate per annum equal to the reserve adjusted Eurodollar Rate (subject to a reserve adjusted Eurodollar Rate Floor of 1.00% per annum), plus 500 basis points (collectively, the “ Bridge LIBOR Rate ”) and (y) thereafter, interest on the Bridge Loans will be payable at a floating per annum rate equal to the interest rate applicable during the prior three-month period, in each case plus the Bridge Spread, reset at the beginning of each subsequent three-month period. The “ Bridge Spread ” will initially be 50 basis points (commencing three months after the Bridge Closing Date) and will increase by an additional 50 basis points every three months thereafter. Notwithstanding the foregoing, at no time will the per annum interest rate on the Bridge Loans exceed the Total Cap (as defined in the Facilities Fee Letter) then in effect (plus default interest, if any).
From and after the earlier of the Conversion Date or the occurrence of a Demand Failure Event, the Bridge Loans will bear interest at a fixed rate equal to the Total Cap (plus default interest, if any).
Prior to the earlier of the Conversion Date or the occurrence of a Demand Failure Event, interest will be payable at the end of each interest period. Accrued interest will also be payable in arrears on the Conversion Date and on the date of any prepayment of the Bridge Loans or Rollover Loans. From and after the Conversion Date or occurrence of a Demand Failure Event, interest will be payable quarterly in arrears and on the date of any prepayment of the Bridge Loans or Rollover Loans.
As used herein, the term “ reserve adjusted Eurodollar Rate ” will have the meaning customary and appropriate for financings of this type, and the basis for calculating accrued interest and the interest periods for loans bearing interest at the reserve adjusted Eurodollar Rate will be customary and appropriate for financings of this type.
Upon the occurrence and during the continuance of a payment, bankruptcy or insolvency default or event of default or any other event of default, interest on all amounts then outstanding will accrue at a rate of 2.0% per annum plus the rate otherwise applicable to such amounts and will be payable on demand (the “ Default Interest Rate ”); provided that unless such event is a payment, bankruptcy





or insolvency default or event of default, such Default Interest Rate will only apply at the request of the Required Lenders.
Funding Protection:
The Bridge Facility Documentation will include funding protection provisions substantially similar to those provisions contained in the Senior Secured Credit Facilities.
Mandatory Prepayment:
Prior to the Conversion Date and to the extent permitted by the Senior Secured Credit Facilities, 100% of the net proceeds to the Company, or any of its subsidiaries (including the Acquired Business and its subsidiaries) from (a) any direct or indirect public offering or private placement of any debt or equity or equity-linked securities (other than issuances pursuant to employee or director compensation plans or arrangements), (b) any future bank borrowings (except borrowings under the Senior Secured Credit Facilities or other debt to fund working capital in the ordinary course) and (c) subject to certain ordinary course exceptions and reinvestment rights, any future asset sales or receipt of insurance proceeds, will be used to repay the Bridge Loans, in each case at 100% of the principal amount of the Bridge Loans prepaid plus accrued interest to the date of prepayment. Mandatory prepayments of the Bridge Loans will be applied ratably among the outstanding Bridge Loans. Any proceeds from the sale or other placement of Notes or other Takeout Notes funded or purchased by a Bridge Lender or one or more of its affiliates will be applied, first, to refinance the Bridge Loans held at that time by such Bridge Lender, and second, in accordance with the pro rata provisions otherwise applicable to prepayments.
From and after the Conversion Date, the mandatory prepayment provisions in the Bridge Facility Documentation will provide that the Company will prepay the outstanding Rollover Loans, on a pro rata basis, subject to exceptions and reinvestment rights consistent with those applicable to the Exchange Notes, with 100% of the net proceeds of any future non ordinary course asset sales, at 100% of the principal amount of the Rollover Loans prepaid plus accrued interest to the date of prepayment; provided that each holder of Rollover Loans may elect to accept or waive a prepayment such holder is otherwise entitled to receive pursuant to this paragraph.
Nothing in these mandatory prepayment provisions will restrict or prevent any holder of Rollover Loans from exchanging Rollover Loans for Exchange Notes on or after the first anniversary of the Bridge Closing Date.
Change of Control:
Upon the occurrence of a Change of Control (as defined in the Existing Indenture), the Company will be required to prepay in full all outstanding Bridge Loans at par plus accrued interest to the date of prepayment. Prior to making any such prepayment, the Company





will, within 30 days following the Change of Control, repay all obligations under the Senior Secured Credit Facilities or obtain any required consent of the lenders under the Senior Secured Credit Facilities to make such prepayment of the Bridge Loans. From and after the Conversion Date or any Demand Failure Event, each holder of Bridge Loans or Rollover Loans may elect to accept or waive a prepayment such holder is otherwise entitled to receive pursuant to this paragraph. From and after the occurrence of a Demand Failure Event, any such offer to prepay shall be at 101% of the principal amount of the outstanding Bridge Loans or Rollover Loans.
Voluntary Prepayment:
Prior to the Conversion Date, Bridge Loans may be prepaid, in whole or in part, at the option of the Company, at any time (except as provided below) without premium or penalty, upon five business days’ written notice, such prepayment to be made at par plus accrued interest.
From and after the Conversion Date and prior to the maturity thereof, Rollover Loans may be prepaid on terms applicable to Bridge Loans. If a Demand Failure Event occurs, the Bridge Loans and Rollover Loans may only be prepaid, in whole or in part, at the option of the Company, at any time upon three days’ prior written notice at par plus accrued interest to the date of repayment plus the Applicable Premium that would apply to a voluntary redemption of Exchange Notes.
Bridge Facility Documentation:
The definitive documentation for the Bridge Facility (the “ Bridge Facility Documentation ”) will be negotiated in good faith, will contain the terms and conditions set forth in this Annex C and, to the extent not provided for herein, will be based on (i) the terms of the Senior Secured Credit Facilities, with customary changes to reflect the interim nature of the Bridge Facility and the fact that the Bridge Facility is unsecured and (ii) as and to the extent explicitly indicated below, the Indenture governing the Existing Notes (the “ Existing Indenture ”), and will take into account the operational and strategic requirements of the Company and its subsidiaries (after giving effect to the Acquisition and the other transactions contemplated by the Commitment Letter) in light of their capitalization, size, business, industry, matters disclosed in the Acquisition Agreement and the Company’s proposed business plan (collectively, the “ Bridge Documentation Principles ” and, together with the Senior Secured Credit Facilities Documentation Principles, the “ Documentation Principles ”).
Representations and Warranties:
The Bridge Facility Documentation will contain representations and warranties consistent with the Senior Secured Credit Facilities with changes as are usual and customary for financings of this kind, consistent with the Bridge Documentation Principles.





Covenants:
The Bridge Facility Documentation will contain the following covenants: (a) affirmative covenants consistent with the Senior Secured Credit Facilities with changes as are usual and customary for financings of this kind, consistent with the Bridge Documentation Principles; (b) incurrence-based negative covenants that are usual and customary for publicly traded high-yield debt securities, consistent with the Existing Indenture; provided that prior to the first anniversary of the Bridge Closing Date, the restricted payments, liens and debt incurrence covenants in the Bridge Facility Documentation will be more restrictive than the Existing Indenture in a manner to be agreed. There will not be any financial maintenance covenants in the Bridge Facility Documentation.
Events of Default:
The Bridge Facility Documentation will contain such events of default as are consistent with the Senior Secured Credit Facilities (other than with respect to change of control), consistent with the Bridge Documentation Principles.
Conditions Precedent to
Borrowing:
The several obligations of the Bridge Lenders to make, or cause one of their respective affiliates to make, the Bridge Loans will be subject only to the conditions precedent referred to in the first paragraph of Section 2 of the Commitment Letter and those listed on Annex D attached to the Commitment Letter.
Assignments and Participations :
Subject to the prior notification of the Bridge Administrative Agent, each of the Bridge Lenders may assign all or (subject to minimum assignment amount requirements) any part of its Bridge Loans to its affiliates (other than natural persons) or one or more banks, financial institutions or other entities that are “Eligible Assignees,” as defined in the Bridge Facility Documentation, other than Disqualified Lenders (the list of which will be made available to all Bridge Lenders).
Upon such assignment, such Eligible Assignee will become a Bridge Lender for all purposes under the Bridge Facility Documentation; provided that assignments made to affiliates and other Bridge Lenders will not be subject to any minimum assignment amount requirements. A $3,500 processing fee will be required in connection with any such assignment. The Bridge Lenders will also have the right to sell participations, subject to customary limitations on voting rights, in their respective Bridge Loans other than Disqualified Lenders (the list of which will be made available to all Bridge Lenders).
Requisite Lenders:
Bridge Lenders holding at least a majority of total Bridge Loans, with certain amendments requiring the consent of Bridge Lenders holding a greater percentage (or all) of the total Bridge Loans.





Indemnity and Expenses:
The Bridge Facility Documentation will provide customary and appropriate provisions relating to expense reimbursement, indemnity and related matters as are consistent with the Senior Secured Credit Facilities and the Bridge Documentation Principles.
Governing Law and Jurisdiction:
New York.
Counsel to the Bridge Lead
Arrangers and the Bridge
Administrative Agent:
Davis Polk & Wardwell LLP.






































Exhibit 1 to Annex C
Summary of Exchange Notes
This Summary of Exchange Notes outlines certain terms of the Exchange Notes referred to in Annex C to the Commitment Letter, of which this Exhibit 1 is a part. Capitalized terms used herein have the meanings assigned to them in Annex C to the Commitment Letter.
Exchange Notes
At any time on or after the Conversion Date, upon not less than five business days’ prior notice, Bridge Loans may, at the option of a Bridge Lender, be exchanged for a principal amount of Exchange Notes equal to 100% of the aggregate principal amount of the Bridge Loans so exchanged. At a Bridge Lender’s option, Exchange Notes will be issued directly to its broker-dealer affiliate or other third party designated by it, upon surrender by such Bridge Lender to the Company of an equal principal amount of Bridge Loans. No Exchange Notes will be issued until the Company receives requests to issue at least $150.0 million in aggregate principal amount of Exchange Notes. The Company will issue Exchange Notes under an indenture (the “ Indenture ”) that complies with the Trust Indenture Act of 1939, as amended. The Company will appoint a trustee reasonably acceptable to the Bridge Lenders.
Final Maturity:
Same as the Bridge Loans.
Interest Rate:
Each Exchange Note will bear interest at a fixed rate equal to the Total Cap then in effect (plus default interest, if any). Interest will be payable semiannually in arrears.
After the occurrence and during the continuance of an Event of Default, interest on all amounts outstanding will accrue at the applicable rate plus two percentage points (2.00%) per annum .
Optional Redemption:
The Exchange Notes may be redeemed, in whole or in part, at the option of the Company, at any time upon not less than 30 nor more than 60 days’ prior written notice at par plus accrued interest to the date of repayment plus the Applicable Premium. The “ Applicable Premium ” will be (i) a make-whole premium based on the applicable treasury rate plus 50 basis points prior to the third anniversary of the Bridge Closing Date and (ii) 50% of the Total Cap from and including the third anniversary of the Bridge Closing Date to but excluding the fourth anniversary of the Bridge Closing Date, and then declining to 25% of the Total Cap on the fourth anniversary of the Bridge Closing Date and to zero on the fifth anniversary of the Bridge Closing Date.
In addition, prior to the third anniversary of the Bridge Closing Date, up to 40% of the original principal amount of the Exchange Notes may be redeemed with an amount equal to the proceeds of a qualifying equity offering by the Company at a redemption price equal to par plus the Total Cap and accrued interest.





Defeasance Provisions of
Exchange Notes:
Substantially similar to the Existing Notes.
Modification:
Substantially similar to the Existing Notes.
Change of Control:
Substantially similar to the Existing Notes, at 101%.
Covenants:
The Indenture will include covenants customary for publicly traded high yield debt securities, consistent with the Existing Indenture with adjustments to take into account the size of the Company and its subsidiaries (after giving effect to the Acquisition and the other transactions contemplated by the Commitment Letter) and the Company’s proposed business plan. There will not be any financial maintenance covenants in the Indenture.
Events of Default:
The Indenture will provide for Events of Default customary for publicly traded high yield debt securities, consistent with the Existing Indenture.
Registration Rights:
None; 144A for life.
































Annex D
Additional Conditions Precedent to the Facilities
These Additional Conditions Precedent, together with those set forth in the first paragraph of Section 2 of the Commitment Letter, set forth the only conditions precedent to the effectiveness of, and the initial funding under, the Facilities referred to in the Commitment Letter, of which this Annex D is a part. Certain capitalized terms used herein are defined in the Commitment Letter.
The only conditions to the effectiveness of, and the initial funding under, the Facilities shall consist of the following (together with the other conditions to funding expressly set forth in the first paragraph of Section 2 of the Commitment Letter):
1.
The Acquisition shall have been consummated or will be consummated concurrently with the initial funding under the Facilities in all material respects in accordance with the Acquisition Agreement. No conditions precedent to the consummation of the Acquisition or other provision of the Acquisition Agreement shall have been waived, modified, supplemented or amended (and no consent granted), in a manner materially adverse to the Lead Arrangers or the Lenders in their capacities as Lenders, in each case, without the consent of the Lead Arrangers, not to be unreasonably withheld or delayed; provided that, without limitation, (i) any changes to the definition of “Material Adverse Effect” shall be deemed materially adverse and (ii) any increase or decrease in the acquisition consideration shall not be deemed to be materially adverse to the Lead Arrangers or the Lenders so long as (1) any increase is funded by cash on hand or proceeds of an offering of the Company’s equity (the form of which, to the extent not in the form of common equity, will be reasonably satisfactory to the Lead Arrangers) and (2) any decrease is allocated to reduce the Facilities on a pro rata basis; provided that Funded Indebtedness (as defined in the Acquisition Agreement as in effect on January 15, 2018) of the Acquired Business included in Closing Net Indebtedness (as defined in the Acquisition Agreement) shall be applied to reduce the Facilities only to the extent such debt (A) consists of (x) Funded Indebtedness of the type described in clause (d) of the definition thereof in an aggregate principal amount that exceeds (when taken together with amounts included in the threshold of $20,000,000 set forth in the definition of Closing Net Indebtedness) $49,000,000 or (y) Funded Indebtedness that is not in the form of working capital indebtedness, local currency lines, equipment leases and similar items incurred in the ordinary course of business (“ Permitted Surviving Debt ”) or consists of Permitted Surviving Debt but exceeds $20,000,000 in aggregate principal amount for all such Permitted Surviving Debt and (B) is not repaid, redeemed, defeased or otherwise discharged, and any liens securing such Funded Indebtedness released, substantially simultaneously with the funding of the Facilities on the Closing Date.
2.
The Lead Arrangers shall have received (i) (A) audited consolidated balance sheets of the Company as at the end of each of the two fiscal years immediately preceding, and ended more than 90 days prior to, the Closing Date, and related statements of earnings and comprehensive income (loss), shareholders’ equity and cash flows of the Company and accompanying notes to such financial statements for each of the three fiscal years immediately preceding, and ended more than 90 days prior to, the Closing Date and (B) audited combined carve-out balance sheets of the Acquired Business as at the end of each of the two fiscal years immediately preceding, and ended more than 90 days prior to, the Closing Date, and related statements of income, comprehensive income, shareholders’ equity and cash flows of the Acquired Business and accompanying notes to such financial statements for each of the three fiscal years immediately preceding, and ended more than 90 days prior to, the Closing Date; (ii) (A) an unaudited consolidated balance sheet of the Company as at the end of, and related statements of earnings and comprehensive income (loss), and cash flows





of the Company and accompanying notes to such financial statements for, each fiscal quarter (and the corresponding quarter in the prior fiscal year), other than the fourth quarter of the Company’s fiscal year, subsequent to the date of the most recent audited financial statements of the Company and ended more than 40 days prior to the Closing Date which financial statements under this clause (ii)(A) shall have been prepared in accordance with U.S. GAAP and Regulation S-X, that have been reviewed by the Company’s independent accountants as provided in the procedures specified by the Public Company Accounting Oversight Board (“ PCAOB ”) in AU 722 and (B) an unaudited combined carve-out balance sheet of the Acquired Business as at the end of, and related statements of income and comprehensive income, and cash flows of the Acquired Business and accompanying notes to such financial statements for, each fiscal quarter (and the corresponding quarter in the prior fiscal year), other than the fourth quarter of the Acquired Business’ fiscal year, subsequent to the date of the most recent audited financial statements of the Acquired Business and ended more than 40 days prior to the Closing Date which financial statements in the case of this clause (ii)(B) shall have been prepared in accordance with U.S. GAAP and Regulation S-X, that have been reviewed by the Acquired Business’ independent accountants as provided in the procedures specified by the PCAOB in AU 722; and (iii) a customary unaudited pro forma balance sheet and customary unaudited pro forma statements of income of the Company as of and for the twelve-month period ending on the last day of the most recently completed twelve month period referred to in clauses (i) and (ii) above, which pro forma financial statements prepared after giving effect to the transactions contemplated herein (including the incurrence of this financing) as if such transactions had occurred as of such date (in the case of each balance sheet) or at the beginning of such period (in the case of each of the other financial statements) in each case compliant in all material respects with the requirements of Regulation S-K and Regulation S-X under the Securities Act for offerings of debt securities on a registration statement on Form S-1 for a non-reporting company (an “ S-1 Registration Statement ”) and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act.
3.
All reasonable and documented costs and expenses (including, without limitation, reasonable and invoiced out-of-pocket legal fees and expenses, title premiums, survey charges and recording taxes and fees) and the fees and other compensation contemplated by the Commitment Letter and the Fee Letters payable to the Commitment Parties, the Lead Arrangers, the Agents or the Lenders on the Closing Date and, with respect to expenses, invoiced at least two business days prior to such date shall, upon the initial borrowing under the Facilities, have been, or will be substantially simultaneously, paid (which amounts may be offset against the proceeds of the Facilities).
4.
All third-party indebtedness of the Company under the Existing Credit Agreement shall, upon the borrowing under the Facilities, have been, or will be substantially simultaneously, repaid, redeemed, defeased or otherwise discharged, and any liens securing such indebtedness released (other than certain existing letters of credit outstanding under the Existing Credit Agreement that, on the Closing Date, will be grandfathered into, or backstopped by letters of credit issued under, the revolving credit facility under the Existing Credit Agreement or cash collateralized in a manner satisfactory to the issuing banks thereof).
5.
The Company shall have delivered to the Lead Arrangers the following documentation relating to the Company and all of the Guarantors consistent with the Senior Secured Credit Facilities Documentation Principles and the Bridge Documentation Principles: (i) customary legal opinions, corporate records and documents from public officials, lien searches and officer’s certificates as to the Company and each of the Guarantors; (ii) customary evidence of authority; (iii) customary prior written notice of borrowing; and (iv) a solvency certificate from the chief financial officer of the Company substantially in the form of Annex I hereto, certifying that the Company and its subsidiaries are, on a consolidated basis after giving effect to the transactions contemplated hereby, solvent. Solely with respect to the Senior Secured Credit Facilities and subject to the Limited Conditionality





Provisions, all documents and instruments required to create and perfect the Collateral Agent’s security interests in the Collateral shall have been executed and delivered and, if applicable, be in proper form for filing. The Specified Acquisition Agreement Representations will be true and correct to the extent provided in the first paragraph of Section 2 of the Commitment Letter. The Specified Representations will be true and correct in all material respects (except that any such representation qualified by materiality or material adverse effect will be true and correct in all respects).
6.
The Commitment Parties shall have received at least three business days prior to the Closing Date all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested at least ten days prior to the Closing Date.
7.
With respect to the Senior Secured Credit Facilities and the Bridge Facility, the Lead Arrangers shall have received customary Confidential Information Memoranda (which shall include the financial statements described in paragraph (2) above for use in the syndication of the Senior Secured Credit Facilities by a date sufficient to afford the Lead Arrangers a period of at least 15 consecutive business days to syndicate the Senior Secured Credit Facilities prior to the Closing Date; provided that (i) if such period has not ended on or prior to August 17, 2018, such period shall be deemed not to have commenced until September 4, 2018, (ii) the days from November 22, 2018 through November 25, 2018 shall not be included when counting the 15 business days, (iii) if such period has not ended on or before December 21, 2018, it shall not commence until January 2, 2019 and (iv) if such period has not ended on or before November 12, 2018, it will not commence until the audited financial statements of each of the Company and the Acquired Business meeting the requirements of clauses (i)(A) and (ii)(A) of paragraph (2) above have been received by the Lead Arrangers.
8.
With respect to the Bridge Facility, (a) the Company shall have entered into an engagement letter with one or more investment banks (the “ Investment Banks ”) reasonably acceptable to the Commitment Parties, pursuant to which the Company will engage the Investment Banks in connection with a potential issuance of Notes (with the Commitment Parties acknowledging that the condition specified in this clause (a) has been satisfied) and (b) prior to the Closing Date there shall have elapsed at least 15 consecutive business days after the date on which the Company shall have provided to the Lead Arrangers (1) a customary preliminary offering memorandum suitable for use during such period in a customary “high yield road show” relating to the offering of the Notes pursuant to Rule 144A under the Securities Act (except that the “description of notes” and “plan of distribution” sections may be excluded, provided that the Company will cooperate with the Investment Banks to assist with preparation of the “description of notes” section), including audited annual financial statements of the Company and the Acquired Business contemplated by paragraph 2 above and PCAOB AU 722 reviewed interim financial statements of the Company and the Acquired Business for the interim periods contemplated by paragraph 2 above and any other business the financials of which would be required to be included pursuant to Rule 3-05 of Regulation S-X if the offering was done on a registered basis (but excluding, in any event, with respect to the Acquired Business, information required by Section 3-09, Section 3-10, or Section 3-16 of Regulation S-X or “segment reporting”, Compensation Discussion and Analysis required by Item 402 of Regulation S-K and other information customarily excluded from an offering memorandum involving an offering of high-yield debt securities pursuant to Rule 144A), pro forma financial statements giving effect to the Acquisition and other recent or probable material acquisitions (to the extent required in an S-1 Registration Statement) and other financial data of the type and form customarily included in offering memoranda, prospectuses and similar documents for use during such period in a customary “high yield road show” relating to the offering of the Notes pursuant to Rule 144A, prepared, in the case of the historical and pro forma financial statements, in accordance with U.S. GAAP and Regulation S-X under the Securities Act (and with respect to pro forma financial statements for the most recent fiscal year, the interim periods contemplated pursuant to paragraph 2(i)(A) above and





paragraph 2(ii)(A) above and the twelve-month period ending on the last day of each of the most recently completed four-fiscal quarter period contemplated pursuant to paragraph 2(i)(B) above, as if Regulation S-X was applicable to such financial statements, and of the type and form customarily included in an offering of high-yield debt securities pursuant to Rule 144A) which will be in a form that will enable the independent auditors of the Company and the Acquired Business to render a customary “comfort letter” (including customary “negative assurances”) in connection with an offering of the Notes and (2) drafts of such comfort letters referred to in clause (1) which such independent auditors are prepared to deliver (the “ Draft Comfort Letters ”); provided that for purposes of this paragraph (i) if such period has not ended on or prior to August 17, 2018, such period shall be deemed not to have commenced until September 4, 2018, (ii) the days from November 22, 2018 through November 25, 2018 shall not be included when counting the 15 business days, (iii) if such period has not ended on or before December 21, 2018, it shall not commence until January 2, 2019 and (iv) if such period has not ended on or before November 12, 2018, it will not commence until the audited financial statements of each of the Company and the Acquired Business for the year ended September 30, 2018 meeting the requirements of clauses (i)(A) and (ii)(A) of paragraph (2) above have been received by the Lead Arrangers. A preliminary offering memorandum that complies with the requirements set forth in the immediately preceding sentence and is accompanied by the Draft Comfort Letters is referred to herein as the “ Required Offering Document .”
If the Company in good faith reasonably believes it has delivered the Required Offering Document, it may deliver to the Lead Arrangers a written notice to that effect (stating when it believes it completed such delivery), in which case the 15 consecutive business day period referred to above shall be deemed to have commenced on the date specified in that notice unless the Lead Arrangers in good faith reasonably believe the Company has not completed delivery of the Required Offering Document and, within three business days after the delivery of such notice by the Company, delivers a written notice to the Company to that effect (stating with reasonable specificity which information required to be included in the Required Offering Document the Lead Arrangers reasonably believe the Company has not delivered).


























Annex I to Annex D
Form of Solvency Certificate
[Date]
This Solvency Certificate (this “ Certificate ”) is delivered by ENERGIZER HOLDINGS, INC., a Missouri corporation (the “ Borrower ”), in connection with that certain Credit Agreement dated as of [Date] (the “ Credit Agreement ”), among the Borrower, the Lenders from time to time party thereto and [_____], as Administrative Agent. Each capitalized term used but not defined herein shall have the meaning assigned to it in the Credit Agreement.
Pursuant to Section [__] of the Credit Agreement, the Borrower hereby certifies that, after giving effect to the Transactions, on the date hereof:
(a)      The fair value of the property of the Borrower and its Subsidiaries, on a consolidated basis, is greater than the total amount of the liabilities, including contingent liabilities, of the Borrower and its Subsidiaries on a consolidated basis. In computing the amount of any contingent liabilities on the date hereof, such liabilities shall have been computed at the amount that, in light of all of the facts and circumstances existing on the date hereof, represents the amount that can be reasonably expected to become an actual or matured liability.
(b)      The present fair saleable value of the assets of the Borrower and its Subsidiaries, on a consolidated basis, is not less than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries, on a consolidated basis, on their debts as they become absolute and matured.
(c)      The Borrower and its Subsidiaries, on a consolidated basis, do not intend to incur debts or liabilities beyond their ability to pay such debts and liabilities as they mature in the ordinary course of business.
(d)      The Borrower and its Subsidiaries, on a consolidated basis, are not engaged in business or a transaction for which their property would constitute an unreasonably small capital.
(e)      The Borrower and its Subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. In computing the amount of any contingent liabilities on the date hereof, such liabilities shall have been computed at the amount that, in light of all of the facts and circumstances existing on the date hereof, represents the amount that can be reasonably expected to become an actual or matured liability.
IN WITNESS WHEREOF, the undersigned has caused this Certificate to be duly executed as of the date first above written.
ENERGIZER HOLDINGS, INC.
By:                             
Name:     
Title:      Chief Financial Officer





Exhibit 31.1
 
Certification of Chief Executive Officer
 
I, Alan R. Hoskins, certify that:
 
1.
I have reviewed this quarterly report on Form 10-Q of Energizer Holdings, Inc.;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: May 2, 2018

/s/ Alan R. Hoskins
Alan R. Hoskins
Chief Executive Officer




Exhibit 31.2
 
Certification of Executive Vice President and Chief Financial Officer
 
I, Timothy W. Gorman, certify that:
 
1.
I have reviewed this quarterly report on Form 10-Q of Energizer Holdings, Inc.;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting

 
Date: May 2, 2018

/s/ Timothy W. Gorman
Timothy W. Gorman
Executive Vice President and Chief Financial Officer




Exhibit 32.1
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Quarterly Report of Energizer Holdings, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Alan R. Hoskins, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my best knowledge:
 
(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Dated: May 2, 2018

/s/ Alan R. Hoskins
Alan R. Hoskins
Chief Executive Officer
 




Exhibit 32.2
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Quarterly Report of Energizer Holdings, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Timothy W. Gorman, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my best knowledge:
 
(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
    
 
Dated: May 2, 2018
 
/s/ Timothy W. Gorman
Timothy W. Gorman
Executive Vice President and Chief Financial Officer