ST. LOUIS, June 30, 2020 /PRNewswire/ -- Energizer
Holdings, Inc. (NYSE: ENR) (the "Company") announced today the
early results of its previously announced cash tender offer (the
"Offer") to purchase any and all of its 5.500% Senior Notes due
2025 (29273A AA4/U29199 AA1) (the "2025 Notes") and the receipt of
consents in the related solicitation of consents (the "Consent
Solicitation") to certain proposed amendments to the 2025 Notes and
the indenture pursuant to which the 2025 Notes were issued to
eliminate substantially all of the restrictive covenants and
certain events of default and to reduce the notice period required
in connection with a redemption of the 2025 Notes from 30 calendar
days to two business days (collectively, the "Proposed
Amendments"). The Offer and Consent Solicitation are being
made pursuant to an Offer to Purchase and Consent Solicitation
Statement dated June 17, 2020 (the
"Statement"), which more fully sets forth the terms and conditions
of the Offer and Consent Solicitation.
As of 5:00 p.m., New York City time today, June 30, 2020 (the "Early Tender Time"), based on
information provided by Global Bondholder Services Corporation,
$488,788,000 in aggregate principal
amount of the 2025 Notes had been validly tendered, and the related
consents delivered, and not validly withdrawn or revoked,
representing 81.46% of the aggregate principal amount of the
outstanding 2025 Notes. As a result, the requisite consents to
amend the 2025 Notes and the indenture pursuant to which the 2025
Notes were issued in order to give effect to the Proposed
Amendments have been delivered pursuant to the Consent Solicitation
and were not withdrawn prior to the withdrawal deadline. The
Company and The Bank of New York Mellon Trust Company, N.A., as
trustee (the "Trustee"), have executed a supplemental indenture to
such indenture giving effect to the Proposed Amendments. By its
terms, such supplemental indenture was effective upon execution,
but the amendments contained in the supplemental indenture will not
become operative until both (i) the Company notifies the Trustee
and Global Bondholder Services Corporation, as Tender Agent, that
such 2025 Notes, the tender of which represents the requisite
consents for the Proposed Amendments, are accepted for purchase and
(ii) the Early Settlement Date or the Final Settlement Date (each
as defined below) (whichever occurs first) occurs.
Subject to the satisfaction or waiver of the conditions to the
Offer and Consent Solicitation, including the Financing Condition
(as defined below), promptly following the Early Tender Time, the
Company intends, but is under no obligation, to accept for purchase
all 2025 Notes validly tendered at or prior to the Early Tender
Time and not validly withdrawn prior to the withdrawal deadline
(such election, the "Early Settlement Election" and the date of
such election, the "Initial Acceptance Date"). If such 2025 Notes
are accepted for purchase on the Initial Acceptance Date, payment
of the Total Consideration (as defined below) for all such 2025
Notes accepted for purchase on the Initial Acceptance Date is
expected to occur on July 1, 2020
(the date of such payment, the "Early Settlement Date").
To the extent that less than all of the outstanding 2025 Notes
are tendered in the Offer and accepted for purchase by the Company
pursuant to the Early Settlement Election, the Company intends to
issue on the Early Settlement Date an irrevocable notice of
redemption for any and all 2025 Notes that will remain outstanding
after the Early Settlement Date at a redemption price equal to
102.750% of the aggregate principal amount of the 2025 Notes to be
redeemed, plus accrued and unpaid interest thereon to, but
excluding, the redemption date (the "Redemption Price"), as a
result of which any and all 2025 Notes that are not purchased in
the Offer are expected to be redeemed. The date for such redemption
(the "Redemption Date") is expected to be two business days
following the Early Settlement Date or promptly thereafter. This
press release does not constitute a notice of redemption, and any
such notice, if issued, will be issued only in accordance with the
terms and provisions of the 2025 Notes and the governing
indenture.
The Offer will expire at 12:01
a.m., New York City time,
on July 16, 2020 (as such time and
date may be extended, the "Expiration Time").
Under the terms of the Offer, holders who validly tendered their
2025 Notes at or prior to Early Tender Time and did not withdraw
their 2025 Notes are eligible to receive the "Total Consideration"
of $1,031.25 per $1,000 principal amount of 2025 Notes tendered
and accepted for purchase. The Total Consideration includes the
"Consent and Early Tender Payment" of $30.00 per $1,000
of the 2025 Notes. Holders who validly tender their 2025 Notes
pursuant to the Offer after the Early Tender Time will be eligible
to receive only the tender offer consideration unless, as expected,
such 2025 Notes are redeemed at the Redemption Price on the
Redemption Date. Holders who validly tender their 2025 Notes
pursuant to the Offer after the Early Tender Time will not be
entitled to receive the Consent and Early Tender Payment.
The Offer is contingent upon the satisfaction of certain
conditions, including the condition that the Company shall have
received at least $600.0 million in
gross proceeds from the sale of senior notes (the "New Notes") in
the Company's previously announced offering of the New Notes (the
"Financing Condition"). The Offer is not conditioned on any
minimum principal amount of 2025 Notes being tendered. The
complete terms and conditions of the Offer and Consent Solicitation
are set forth in the Statement.
Copies of the Statement may be requested from the Tender and
Information Agent for the Offer and Consent Solicitation, Global
Bondholder Services Corporation, by telephone at (212) 430-3774
(for banks and brokers only), (866) 924-2200 (for all other
toll-free) or +1 (212) 430-3774 (international) or by email at
contact@gbsc-usa.com.
Citigroup Global Markets Inc. is acting as the Dealer Manager
and Solicitation Agent for the Offer and Consent
Solicitation. Questions regarding the tender offer may be
directed to the Dealer Manager and Solicitation Agent at (800)
558-3745 (Toll-Free) or (212) 723-6106 (Collect).
This press release is for informational purposes only and does
not constitute an offer to purchase, offer to sell or the
solicitation of an offer to purchase or sell any security.
The Offer is being made solely pursuant to the Statement. The
Offer is not being made to holders of 2025 Notes in any
jurisdiction in which the making or acceptance thereof would not be
in compliance with the securities, blue sky or other laws of such
jurisdiction. None of the Company, the Dealer Manager and
Solicitation Agent, the Tender and Information Agent for the Offer
and Consent Solicitation or their respective affiliates is making
any recommendation as to whether or not holders should tender all
or any portion of their 2025 Notes in the Offer and Consent
Solicitation.
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 include 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 anyone else. Visit www.energizerholdings.com for more
details.
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 the Company. 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
limitation:
- market and economic conditions;
- market trends in the categories in which we compete;
- the impact of the novel coronavirus (COVID-19) global
pandemic;
- our ability to integrate businesses, to realize the projected
results of the acquired businesses, and to obtain expected cost
savings, synergies and other anticipated benefits of the acquired
businesses within the expected timeframe, or at all;
- the impact of the acquired businesses on our 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;
- our ability to maintain and improve market share in the
categories in which we operate despite heightened competitive
pressure;
- financial strength of distributors and suppliers;
- our ability to improve operations and realize cost savings;
- the impact of the United
Kingdom's future trading relationships following its exit
from the European Union;
- the impact of foreign currency exchange rates and currency
controls, as well as offsetting hedges;
- the impact of adverse or unexpected weather conditions;
- uncertainty from the expected discontinuance of LIBOR and the
transition to any other interest rate benchmark;
- 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 (the
"Commission") on November 19, 2019
and our Form 10-Q filed with the Commission on May 7, 2020.
View original content to download
multimedia:http://www.prnewswire.com/news-releases/energizer-holdings-inc-announces-early-results-and-receipt-of-consents-in-the-previously-announced-consent-solicitation-and-cash-tender-offer-for-any-and-all-of-its-outstanding-5-500-senior-notes-due-2025--301086427.html
SOURCE Energizer Holdings, Inc.