Current Report Filing (8-k)

UNITED STATES

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

Date of Report (Date of Earliest Event Reported): December 31, 2021

Energizer Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Missouri		1-36837		36-4802442
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

533 Maryville University Drive

St. Louis, Missouri 63141

(Address of principal executive offices)

Registrant’s telephone number, including area code: (314) 985-2000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share	ENR	New York Stock Exchange
Series A Mandatory Convertible Preferred Stock, par value $.01 per share	ENR PRA	New York Stock Exchange

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):

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement.

Amendment to Credit Agreement

On December 31, 2021, Energizer Holdings, Inc., a Missouri corporation (the “Company”), entered into an amendment and increasing lender supplement (the “Amendment”) to the Amended and Restated Credit Agreement, dated as of December 22, 2020 (the “Credit Agreement”), by and among the Company, each of the lenders identified therein and JPMorgan Chase Bank, N.A., as administrative agent (the “Agent”).

The Amendment, among other things, increases the aggregate amount of revolving loan commitments available under the Credit Agreement from $400 million to $500 million.

The obligations under the Credit Agreement continue to be guaranteed on a secured basis by the Company and certain of its material domestic wholly-owned restricted subsidiaries on substantially the same terms and subject to the same exceptions as the existing Credit Agreement.

The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are attached hereto:

Exhibit Number		Description of Exhibit

10.1		Amendment No. 2 and Increasing Lender Supplement, dated as of December 31, 2021, among the Company, the lenders party thereto, and the Agent.
104		Cover Page Interactive Data File, formatted in iXBRL.

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.