Item 1.01
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Entry into a Material Definitive Agreement.
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Senior Notes Due 2029
On June 23, 2021, Energizer Gamma Acquisition B.V. (the “Issuer”), a wholly owned subsidiary of Energizer Holdings, Inc., a Missouri corporation (the “Company”),
completed the issuance and sale of €650 million aggregate principal amount of 3.500% Senior Notes due 2029 (the “Notes”), as contemplated by the Purchase Agreement, dated June 9,
2021 (the “Purchase Agreement”), by and among the Issuer, BofA Securities Europe SA, as representative of the purchasers listed therein (the “Initial Purchasers”), the Company and the other guarantors party thereto. The Notes were issued pursuant to
an indenture, dated as of June 23, 2021 (the “Indenture”), among the Company, the guarantors party thereto from time to time, The Bank of New York Mellon Trust Company, N.A., as trustee and registrar (the “Trustee”), and The Bank of New York Mellon,
London Branch, as paying agent.
The net proceeds of the offering, together with cash on hand, are being used by the Issuer to (i) satisfy and discharge the Issuer’s €650 million aggregate principal
amount 4.625% Senior Notes due 2026 (the “2026 Notes”), and (ii) pay fees and expenses related to the offering of the Notes and refinancing of the 2026 Notes.
The Notes were sold to the Initial Purchasers pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The
Issuer 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 3.500% per annum and will mature on June 30, 2029.
Guarantees
The Notes are guaranteed, jointly and severally, on an unsecured basis, by the Company and each of the Company’s domestic restricted subsidiaries that is a borrower or a
guarantor under the credit agreement dated December 22, 2020, 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”).
Optional Redemption
The Issuer will have the option to redeem some or all of the Notes at any time on or after June 30, 2024, 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 Issuer will also have the option to redeem some or all of the Notes at any time before June
30, 2024, 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 June 30, 2024, the Issuer may redeem up to 40% of the aggregate principal amount of the Notes at a redemption price of 103.500% 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 or Issuer experiences a specific change of control event, the Issuer 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. The ability of the Issuer to purchase the Notes upon a change of control may be limited by the terms of the Credit Agreement.
Asset Sales
If the Company or its Restricted Subsidiaries (as defined in the Indenture) sells certain assets, under certain circumstances the Issuer 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.
Certain Covenants
The Indenture contains covenants that, among other things, limit the ability of the Company and its Restricted Subsidiaries, including the Issuer, to:
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incur additional debt or issue certain preferred stock;
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pay dividends or repurchase or redeem capital stock or make other restricted payments;
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limit dividends or other payments by the Company’s Restricted Subsidiaries to the Issuer, the Company or the other subsidiary guarantors;
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enter into certain types of transactions with the Company’s affiliates; and
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consolidate or merge with or into other companies.
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These and other covenants that are contained in the Indenture are each subject to important exceptions and qualifications.
Covenant Suspension
During any period of time that 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, the Company and its Restricted Subsidiaries (including the Issuer) will not be subject to most of the covenants discussed above pursuant to the Indenture. In the event that the Company
and its 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, 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.
Default
The Indenture provides for customary events of default. Generally, if an event of default occurs (subject to certain exceptions), the Trustee, acting at the direction of
the registered holders of not less than 30% in aggregate principal amount of the then-outstanding Notes may declare all the Notes to be due and payable immediately.
General
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.