As filed with the Securities and Exchange Commission on September 30, 2020
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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|Item 1.01|| |
Entry into a Material Definitive Agreement.
Senior Notes Due 2029
On September 30, 2020, Energizer Holdings, Inc., a Missouri corporation (the “Company”), completed the issuance and sale of $800 million aggregate principal amount of 4.375% Senior Notes due 2029 (the “Notes”), as contemplated by the Purchase Agreement, dated September 16, 2020 (the “Purchase Agreement”), by and among the Company, BofA Securities, Inc., as representative of the purchasers listed therein (the “Initial Purchasers”) and the guarantors party thereto. The Notes were issued pursuant to an indenture dated as of September 30, 2020 (the “Indenture”), among the Company, the guarantors party thereto from time to time and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
The Notes were sold to the Initial Purchasers pursuant to Section 4(a)(2) of the Securities Act. The Company did not register the issuance of the Notes under the Securities Act because such issuance did not constitute a public offering. The Notes were sold to qualified institutional buyers pursuant to Rule 144A (and outside the United States to qualified investors in reliance on Regulation S) under 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.
Interest and Maturity
The Notes accrue interest at a rate of 4.375% per annum and will mature on March 31, 2029.
The Notes are guaranteed, jointly and severally, on an unsecured basis, by each of the Company’s domestic restricted subsidiaries that is a borrower or a guarantor under the credit agreement dated December 17, 2018 by and among the Company, the lenders and issuing banks from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended from time to time, the “Credit Agreement”).
The Notes are:
general unsecured obligations of the Company;
equal in right of payment with all existing and future senior debt of the Company, including under the Credit Agreement and the 6.375% Senior Notes due 2026 issued on July 6, 2018, the 4.625% Senior Notes due 2026 issued on July 6, 2018, the 7.750% Senior Notes due 2027 issued on January 28, 2019 and the 4.750% Senior Notes due 2028 issued on July 1, 2020;
senior in right of payment to any of the Company’s future debt that is, by its terms, expressly subordinated in right of payment to the Notes;
structurally subordinated to all liabilities of the Company’s subsidiaries that are not guarantors;
effectively subordinated to all of the Company’s existing and future secured debt, including under the Credit Agreement, to the extent of the value of the assets securing such debt; and
unconditionally guaranteed by the guarantors.
The Company will have the option to redeem some or all of the Notes at any time on or after September 30, 2023, at a redemption price equal to 100% of the principal amount thereof, plus a premium declining ratably on an annual basis to par and accrued and unpaid interest, if any, to, but excluding, the date of redemption. The Company will also have the option to redeem some or all of the Notes at any time before September 30, 2023 at a redemption price of 100% of the principal amount of the Notes to be redeemed, plus a “make-whole” premium and accrued and unpaid interest, if any, to, but excluding, the date of redemption. In addition, at any time before September 30, 2023, the Company may redeem up to 40% of the aggregate
principal amount of the Notes at a redemption price of 104.375% of the principal amount of the Notes with the proceeds from certain equity issuances plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
Change of Control
If the Company experiences specific change of control events, the Company may be required to offer to purchase the Notes at 101% of their aggregate principal amount plus accrued and unpaid interest thereon, if any, to, but excluding, the date of purchase. If holders of not less than 90% of the principal amount of the outstanding Notes accept a change of control offer, the Company will have the right to redeem all of the Notes then outstanding at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but excluding, the date of redemption. The ability of the Company to purchase the Notes upon a change of control may be limited by the terms of the Credit Agreement.
If the Company sells certain assets, under certain circumstances the Company may be required to offer to purchase the Notes at 100% of their aggregate principal amount plus accrued and unpaid interest thereon, if any, to, but excluding, the date of purchase.
The Indenture contains covenants that, among other things, limit the ability of the Company and its Restricted Subsidiaries (as defined in the Indenture) to:
incur additional debt or issue certain preferred stock;
pay dividends or repurchase or redeem capital stock or make other restricted payments;
limit dividends or other payments by the Company’s Restricted Subsidiaries to the Company or the Company’s other Restricted Subsidiaries;
enter into certain types of transactions with the Company’s affiliates; and
consolidate or merge with or into other companies.
These and other covenants that are contained in the Indenture are each subject to important exceptions and qualifications.
During any period of time that (i) the ratings assigned to the Notes by both of Moody’s Investors Service, Inc. and S&P Global Ratings are equal to or higher than Baa3 (or the equivalent) and BBB- (or the equivalent), respectively, and (ii) no default or event of default has occurred and is continuing under the Indenture, the Company and the Company’s Restricted Subsidiaries (as defined in the Indenture) will not be subject to most of the covenants discussed above pursuant to the Indenture. In the event that the Company and the Company’s Restricted Subsidiaries are not subject to such covenants for any period of time as a result of the preceding sentence and, on any subsequent date, one or both of such ratings agencies withdraws its ratings or downgrades the ratings assigned to the Notes below the level set forth above or a default or event of default occurs and is continuing under the Indenture, then the Company and the Company’s Restricted Subsidiaries will thereafter again be subject to such covenants, but any actions taken during such suspension will not result in an event of default.
The Indenture provides for customary events of default. Generally, if an event of default occurs (subject to certain exceptions), the Trustee, or the holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately.
Copies of the Indenture and the form of Notes are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The descriptions above are summaries of such agreements, do not purport to be complete, and are qualified in their entirety by the complete texts of each such agreement.
Certain of the Initial Purchasers and the Trustee or their affiliates perform various financial advisory, investment banking and commercial banking services from time to time for the Company and its affiliates for which they have received customary fees and compensation for these transactions and may in the future receive customary fees and compensation.
|Item 2.03.|| |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
|Item 8.01.|| |
On September 30, 2020, the Company issued a press release announcing the completion of the offering of the Notes and related matters. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 hereto and incorporated herein by reference.
|Item 9.01.|| |
Financial Statements and Exhibits.
|4.1||Indenture, dated September 30, 2020, by and among Energizer Holdings, Inc, the Guarantors party thereto from time to time and The Bank Of New York Mellon Trust Company, N.A., as Trustee.|
|4.2||Form of 4.375% Senior Notes due 2029 (included in Exhibit 4.1).|
|99.1||News Release of Energizer Holdings, Inc. dated September 30, 2020.|
|101||Pursuant to Rule 406 of Regulation S-T, the cover page information is formatted in iXBRL (Inline eXtensible Business Reporting Language).|
|104||Cover Page Interactive Data File (the cover page iXBRL in Exhibit 101).|
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.|
|Timothy W. Gorman|
Executive Vice President and Chief
Dated: September 30, 2020