ST. LOUIS, June 23, 2021 /PRNewswire/ -- Energizer Holdings,
Inc. (NYSE: ENR) (the "Company") today announced the successful
completion of the previously announced €650 million offering of
3.500% senior notes due 2029 (the "Notes") by its indirect
wholly-owned subsidiary, Energizer Gamma Acquisition B.V. (the
"Issuer"). The Notes are guaranteed, jointly and severally, on an
unsecured basis, by the Company and certain of the Company's
domestic restricted subsidiaries.
The Issuer will use the net proceeds from the sale of the Notes,
together with cash on hand, to (i) redeem in full the €650 million
aggregate principal amount outstanding of its 4.625% Senior Notes
due 2026 (the "2026 Notes") and (ii) pay fees and expenses related
to the redemption of the 2026 Notes and the offering of the
Concurrently with the offering of the Notes, the Issuer issued a
notice of conditional redemption to redeem in full the 2026 Notes.
The Issuer today notified the trustee for the 2026 Notes that the
conditions to the conditional redemption have been satisfied and
the redemption of the 2026 Notes will occur on July 9, 2021.
The Notes and related guarantees were offered for sale to
qualified institutional buyers in an offering of senior notes
exempt from registration pursuant to Rule 144A under the Securities
Act of 1933, as amended (the "Securities Act"), and to non-U.S.
persons outside the United States
in compliance with Regulation S under the Securities Act.
The Notes and related guarantees have not been registered under
the Securities Act, or any state securities laws, and unless so
registered, may not be offered or sold in the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable
state securities laws. This press release does not constitute an
offer to sell or the solicitation of an offer to buy any security
and shall not constitute an offer, solicitation or sale in any
jurisdiction in which such offering, solicitation or sale would be
unlawful. This press release is being issued pursuant to and in
accordance with Rule 135c under the Securities Act.
About Energizer Holdings, Inc.
Energizer Holdings, Inc. (NYSE: ENR), headquartered in
St. Louis, Missouri, is one of the
world's largest manufacturers and distributors of primary
batteries, portable lights, and auto care appearance, performance,
refrigerant, and fragrance products. Our portfolio of globally
recognized brands includes Energizer®, Armor All®, Eveready®,
Rayovac®, STP®, Varta®, A/C Pro®, Refresh Your Car! ®, California
Scents®, Driven®, Bahama & Co. ®, LEXOL®, Eagle One®, Nu
Finish®, Scratch Doctor®, and Tuff Stuff®. As a global branded
consumer products company, Energizer's mission is to lead the
charge to deliver value to our customers and consumers better than
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 the Company, as well as matters
related to the redemption of the 2026 Notes. 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," "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 you 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
- Global economic and financial market conditions, including the
conditions resulting from the COVID-19 pandemic, and actions taken
by our customers, suppliers, other business partners and
governments in markets in which we compete might materially and
negatively impact us.
- Competition in our product categories might hinder our ability
to execute our business strategy, achieve profitability, or
maintain relationships with existing customers.
- Changes in the retail environment and consumer preferences
could adversely affect our business, financial condition and
results of operations.
- We must successfully manage the demand, supply, and operational
challenges brought about by the COVID-19 pandemic and any other
disease outbreak, including epidemics, pandemics, or similar
widespread public health concerns.
- Loss or impairment of the reputation of our Company or our
leading brands or failure of our marketing plans could have an
adverse effect on our business.
- Loss of any of our principal customers could significantly
decrease our sales and profitability.
- Our ability to meet our growth targets depends on successful
product, marketing and operations innovation and successful
responses to competitive innovation and changing consumer
- We are subject to risks related to our international
operations, including currency fluctuations, which could adversely
affect our results of operations.
- If we fail to protect our intellectual property rights,
competitors may manufacture and market similar products, which
could adversely affect our market share and results of
- Our reliance on certain significant suppliers subjects us to
numerous risks, including possible interruptions in supply, which
could adversely affect our business.
- Our business is vulnerable to the availability of raw
materials, our ability to forecast customer demand and our ability
to manage production capacity.
- Changes in production costs, including raw material prices,
could erode our profit margins and negatively impact operating
- The manufacturing facilities, supply channels or other business
operations of the Company and our suppliers may be subject to
disruption from events beyond our control.
- We may be unable to generate anticipated cost savings,
successfully implement our strategies, or efficiently manage our
supply chain and manufacturing processes, and our profitability and
cash flow could suffer as a result.
- Sales of certain of our products are seasonal and adverse
weather conditions during our peak selling seasons for certain auto
care products could have a material adverse effect.
- A failure of a key information technology system could
adversely impact our ability to conduct business.
- Our operations depend on the use of information technology
systems that are subject to data privacy regulations, including
recently effective European Union requirements, and could be the
target of cyberattack.
- We have significant debt obligations that could adversely
affect our business and our ability to meet our obligations.
- We may experience losses or be subject to increased funding and
expenses related to our pension plans.
- The estimates and assumptions on which our financial
projections are based may prove to be inaccurate, which may cause
our actual results to materially differ from our projections, which
may adversely affect our future profitability, cash flows and stock
- If we pursue strategic acquisitions, divestitures or joint
ventures, we might experience operating difficulties, dilution, and
other consequences that may harm our business, financial condition,
and operating results, and we may not be able to successfully
consummate favorable transactions or successfully integrate
- We may be unable to realize the anticipated benefits of the
2019 acquisitions of the global auto care and battery, lighting and
power businesses from Spectrum Brands.
- The 2019 auto care and battery acquisitions may have
liabilities that are not known to us and the acquisition agreements
may not provide us with sufficient indemnification with respect to
- Our business involves the potential for claims of product
liability, labeling claims, commercial claims and other legal
claims against us, which could affect our results of operations and
financial condition and result in product recalls or
- Our business is subject to increasing regulation in the U.S.
and abroad, the uncertainty and cost of future compliance and
consequence of non-compliance with which may have a material
adverse effect on our business.
- Increased focus by governmental and non-governmental
organizations, customers, consumers and shareholders on
sustainability issues, including those related to climate change,
may have an adverse effect on our business, financial condition and
results of operations and damage our reputation.
- We are subject to environmental laws and regulations that may
expose us to significant liabilities and have a material adverse
effect on our results of operations and financial condition.
- 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 17, 2020.
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SOURCE Energizer Holdings, Inc.