Attached files
| file | filename |
|---|---|
| EX-4.2 - EX-4.2 - EDGEWELL PERSONAL CARE Co | c64785exv4w2.htm |
| EX-4.3 - EX-4.3 - EDGEWELL PERSONAL CARE Co | c64785exv4w3.htm |
| EX-4.1 - EX-4.1 - EDGEWELL PERSONAL CARE Co | c64785exv4w1.htm |
| EX-99.2 - EX-99.2 - EDGEWELL PERSONAL CARE Co | c64785exv99w2.htm |
| EX-10.1 - EX-10.1 - EDGEWELL PERSONAL CARE Co | c64785exv10w1.htm |
| EX-99.1 - EX-99.1 - EDGEWELL PERSONAL CARE Co | c64785exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 16, 2011
Energizer Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Missouri | 1-15401 | 43-1863181 | ||
| (State or other jurisdiction of | (Commission | (IRS Employer | ||
| incorporation) | File Number) | Identification Number) |
533 Maryville University Drive
St. Louis, Missouri 63141
(Address of principal executive offices)
St. Louis, Missouri 63141
(Address of principal executive offices)
Registrant’s telephone number, including area code: (314) 985-2000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
Purchase Agreement
On May 16, 2011, Energizer Holdings, Inc. (the “Company”) and certain subsidiaries of the Company
entered into a purchase agreement (the “Purchase Agreement”) with Goldman, Sachs & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC., as representatives of
the Initial Purchasers named therein (collectively, the “Initial Purchasers”), related to
the sale by the Company of $600,000,000 aggregate principal amount of 4.700% Senior Notes due 2021
(the “Notes”). The Company expects to use the net proceeds to refinance approximately $575 million
of outstanding indebtedness and for general corporate purposes.
The Notes were sold to qualified institutional buyers pursuant to Rule 144A (and outside the United
States in reliance on Regulation S) under the Securities Act of 1933, as amended (the “Securities
Act”). The Notes have not been registered under the Securities Act or applicable state securities
laws, and may not be offered or sold absent registration under the Securities Act or applicable
state securities laws or applicable exemptions from registration requirements.
On May 19, 2011, the Company completed the issuance and sale of the Notes to the Initial Purchasers
as contemplated by the Purchase Agreement. The Purchase Agreement contains customary
representations and warranties of the parties and indemnification and contribution provisions
whereby the Company, on the one hand, and the Initial Purchasers, on the other hand, have agreed to
indemnify each other against, or to contribute to payments for, certain liabilities.
Certain of the Initial Purchasers and their respective affiliates have, from time to time,
performed, are performing and may in the future perform, various financial advisory and investment
banking services for the Company, for which they received or will receive customary fees and
expenses. Affiliates of certain of the Initial Purchasers are agents and lenders under the
Company’s revolving credit facility, the outstanding balance of which will be repaid with a
portion of the proceeds of the offering, affiliates of certain of the Initial Purchasers are agents
and purchasers under the Company’s receivables purchasing
program, the balance of which will be partially repaid with a portion of the proceeds of the offering, and affiliates of certain Initial
Purchasers are agents and lenders under the Company’s term loan.
The foregoing description of the Purchase Agreement is qualified in its entirety by reference to
the Purchase Agreement, which is filed as Exhibit 10.1 and is incorporated herein by reference.
Indenture
The Notes were issued pursuant to an indenture dated as of May 19, 2011 (the “Base Indenture”), as
supplemented by a supplemental indenture dated as of May 19, 2011 (the “Supplemental Indenture,”
and together with the Base Indenture, the “Indenture”), among the Company, certain subsidiary
guarantors of the Company and The Bank of New York Mellon Trust Company, N.A., as
trustee. The Notes will mature on May 19, 2021. Interest on the Notes is payable semi-annually on
May 19 and November 19 beginning November 19, 2011. All existing and future subsidiaries of the
Company that are guarantors of the Company’s credit agreements or other indebtedness for borrowed
money will unconditionally guarantee payment of the Notes for so long as they remain guarantors
under such other indebtedness.
The Notes will constitute general unsecured and unsubordinated indebtedness and will rank equally
with all the Company’s and the subsidiary guarantors’ unsecured and unsubordinated indebtedness
from time to time outstanding.
The Company may, at its option, redeem the Notes, in whole or in part, at any time and from time to
time for the greater of the following amounts: (i) 100% of the principal amount plus accrued and
unpaid interest of the Notes being redeemed on the redemption date; or (ii) the sum of the present
values of the remaining scheduled payments of principal and interest on the Notes being redeemed on
that redemption date (not including any portion of any payments of interest accrued to the
redemption date) discounted to the redemption date on a semiannual basis at the Treasury Rate (as
defined in the Indenture), plus 25 basis points, as determined by the Independent Investment Bank
(as defined in the Indenture), plus accrued and unpaid interest on the Notes to the redemption
date.
If the Company experiences a Change of Control Triggering Event (as defined in the Indenture),
holders of the Notes may require the Company to purchase the Notes at a purchase price equal to 101%
of the principal amount, plus accrued and unpaid interest, if any, to the date of purchase.
The Indenture includes covenants that limit the ability of the Company and its material
subsidiaries to, among other things: incur secured debt, enter into sale and lease-back
transactions and consolidate, merge or transfer substantially all of the Company’s assets to another
entity. The covenants are subject to a number of important exceptions and qualifications set forth
in the Indenture.
The Indenture provides for customary events of default (subject in certain cases to customary grace
and cure periods), which include nonpayment, breach of covenants in the Indenture and certain events of
bankruptcy and insolvency. Generally, if an event of default occurs, the trustee or holders of at
least 25% in principal amount of the then outstanding Notes may declare the principal of and
accrued but unpaid interest, including additional interest, on all the Notes to be due and payable.
The foregoing description of the Notes, the Base Indenture and the Supplemental Indenture is
qualified in its entirety by reference to the Base Indenture (including the forms of notes included
therein) and the Supplemental Indenture, copies of which are included as Exhibits 4.1 and 4.2
hereto and are incorporated herein by reference.
Registration Rights Agreement
In connection with the issuance of the Notes, on May 19, 2011, the Company entered into a
registration rights agreement (the “Registration Rights Agreement”) by and among the Company, the
guarantors named therein, and Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, and J.P. Morgan Securities LLC., as representatives of the Initial Purchasers,
pursuant to which the Company agreed to use commercially reasonable efforts to register the Notes
under the Securities Act and consummate an exchange offer within 325 days after the closing of the
offering or to file a shelf registration for the resale of the Notes if an exchange offer cannot be
completed within that same exchange period.
If the exchange offer is not completed (or, if required, the shelf registration statement is not
declared effective) on or before the date that is the 325th calendar day after the closing date,
the annual interest rate on the Notes will increase by 0.25% per year. The amount of additional
interest will increase by an additional 0.25% per year for any subsequent 90-day period until all
registration defaults are cured, up to a maximum additional interest rate of 1.00% per year.
The
foregoing description of the terms of the Registration Rights Agreement is qualified in all respects by
reference to the Registration Rights Agreement, which is attached hereto as Exhibit 4.3 and
incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The description of the Notes and the Indenture contained in Item 1.01 of this Current Report on
Form 8-K is hereby incorporated by reference into this Item 2.03.
Item 7.01 Regulation FD Disclosure
On May 16, 2011, the Company issued a press release announcing the pricing of the Notes offering, a
copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein. On May 19,
2011, the Company issued a press release announcing the closing of the Notes offering, a copy of
which is attached hereto as Exhibit 99.2 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
4.1 Indenture, dated as of May 19, 2011, by and among the Company, the guarantors named therein and
The Bank of New York Mellon Trust Company, N.A., as trustee.
4.2 Supplemental Indenture, dated as of May 19, 2011, by and among the Company, the guarantors
named therein and The Bank of New York Mellon Trust Company, N.A., as
trustee.
4.3 Registration Rights Agreement, dated as of May 16, 2011 by and among the Company, the
guarantors named therein, and Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, and JP Morgan Securities LLC, as representatives of the
Initial Purchasers.
10.1 Purchase Agreement, dated as of May 16, 2011, by and among the Company, the guarantors named
therein, and Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and JP
Morgan Securities LLC, as representatives of the Initial
Purchasers.
99.1 Press Release dated May 16, 2011.
99.2. Press Release dated May 19, 2011.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused
this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly
authorized.
| ENERGIZER HOLDINGS, INC. |
||||
| By: | /s/ Daniel J. Sescleifer | |||
| Daniel J. Sescleifer | ||||
| Executive Vice President and Chief Financial Officer | ||||
Dated: May 19, 2011
EXHIBIT INDEX
| Exhibit | ||
| Number | Description of Exhibit | |
4.1
|
Indenture, dated as of May 19, 2011, by and among the Company, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee. | |
4.2
|
Supplemental Indenture, dated as of May 19, 2011, by and among the Company, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee. | |
4.3
|
Registration Rights Agreement, dated as of May 16, 2011 by and among the Company, the guarantors named therein, and Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and JP Morgan Securities LLC, as representatives of the Initial Purchasers. | |
10.1
|
Purchase Agreement, dated as of May 16, 2011, by and among the Company, the guarantors named therein, and Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and JP Morgan Securities LLC, as representatives of the Initial Purchasers. | |
99.1
|
Press Release dated May 16, 2011. | |
99.2.
|
Press Release dated May 19, 2011. |