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: October 15, 2007
ENERGIZER
HOLDINGS, INC.
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MISSOURI
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1-15401
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No.
43-1863181
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|
(State
or
Other Jurisdiction
of Incorporation)
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(Commission File
Number)
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(IRS
Employer Identification
Number)
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533
MARYVILLE UNIVERSITY DRIVE, ST. LOUIS,
MO 63141
(314)
985-2000
(Registrant's
telephone number, including area code)
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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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ITEM
1.01
Entry Into A Material Definitive Agreement.
As
noted in Item
2.03 below, on October 15, 2007 the Company entered into the 2007 Note Purchase
Agreement, including the forms of Notes attached as exhibits to that Agreement,
which is attached to this filing as Exhibit 10.1. A brief description of
the
terms and conditions of the 2007 Note Purchase Agreement is set forth under
Item
2.03 and incorporated by reference herein.
ITEM
2.03.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
On
October 15, 2007, in order to refinance a portion of the borrowings made
in
connection with its acquisition of Playtex Products, Inc. (see below), the
Company authorized and completed the issuance and sale of $890,000,000 aggregate
principal amount of its fixed rate Senior Notes pursuant to a Note Purchase
Agreement entered into that same date (“2007 Note Purchase Agreement”),
with various purchasers. The proceeds of the new fixed-rate Senior Notes
were
utilized to repay existing debt as described below. The Senior Notes (the
“Notes”), the forms of which are attached as exhibits to the 2007 Note Purchase
Agreement, were issued in seven series:
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·
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Series
A
consists of a single tranche of three year, bullet maturity, unsecured,
fixed-rate 5.71% Senior Notes due October 15,
2010,
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·
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Series
B
consists of a single tranche of five year, bullet maturity, unsecured,
fixed-rate 6.01% Senior Notes due October 15,
2012,
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·
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Series
C
consists of a single tranche of six year, bullet maturity, unsecured,
fixed-rate 6.09% Senior Notes due October 15,
2013
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·
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Series
D
consists of a single tranche of seven year, bullet maturity, unsecured,
fixed-rate 6.23% Senior Notes due October 15,
2014,
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·
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Series
E
consists of a single tranche of eight year, bullet maturity, unsecured,
fixed-rate 6.36% Senior Notes due October 15,
2015,
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·
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Series
F
consists of a single tranche of nine year, bullet maturity, unsecured,
fixed-rate 6.48% Senior Notes due October 15, 2016,
and
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·
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Series
G
consists of a single tranche of ten year, bullet maturity, unsecured,
fixed-rate 6.55% Senior Notes due October 15,
2017.
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If
there is a
change in control of the Company (defined generally as the acquisition by
any
person of more than 50% ownership of the Company), and if the Company does
not
have an investment grade rating after the change in control, the Company
will be
required to make an offer to purchase the Notes at 100% of the principal
amount
plus accrued interest, but without any make-whole payment. The Senior Notes
are
unsecured, and rank pari passu in right of repayment with the Company’s
other senior unsecured indebtedness.
The
Notes contain
customary affirmative covenants, including, without limitation, corporate
existence and power, compliance with laws, maintenance of insurance, keeping
of
books, maintenance of properties, payment of taxes, environmental compliance,
addition of subsidiary guarantors, inspection of records, and furnishing
of
quarterly and annual financial statements, quarterly compliance certificates,
and notices and other information. The Notes also contain customary restrictive
covenants, including, without limitation, restrictions on the following:
subsidiary indebtedness; consolidations and mergers; sale of assets (not
including permitted asset sales in connection with the Company’s Asset
Securitization Facility); liens and encumbrances; conduct of business;
non-guarantor subsidiaries; and transactions with shareholders and
affiliates.
The
Notes contain
financial covenants, including, without limitation, covenants pertaining
to the
following:
Maximum
Consolidated Total Debt/ EBITDA Ratio: At no time shall the ratio
of total indebtedness of the Company and its consolidated subsidiaries at
the
end of the most recently completed fiscal quarter to EBITDA of the Company
and
its consolidated subsidiaries for the Company’s then most recently completed
four fiscal quarters exceed 3.5 to 1.0, however, if the Company elects to
pay
additional interest, the ratio may exceed 3.5 to 1.0 but be no greater than
4.0
to 1.0 for a period of not more than four successive fiscal
quarters.
If
Consolidated
Debt to Consolidated EBITDA, as evidenced by a quarterly compliance certificate,
is greater than 3.5 times but less than 4.0 times then the Interest Rate
on the
Notes shall increase by 0.75%. Consolidated Debt to Consolidated EBITDA
shall be
determined as of the last day of each fiscal quarter and the interest rate
adjustment shall be effective as of the first day of the following
quarter. Such adjustment in the interest rate shall continue until
such time as the Company has delivered a quarterly compliance certificate,
certified by a senior financial officer, demonstrating that Consolidated
Debt to
Total EBITDA is less than or equal to 3.5 times.
The
Notes contain
customary events of default, including, without limitation, failure to make
payment in connection with the Notes; breach of representations and warranties;
default in any covenant or agreement set forth in the Note Purchase Agreement
after any applicable grace period; cross default to occurrence of a default
(whether or not resulting in acceleration) under any other agreement governing
indebtedness in excess of $30,000,000 of the Company or certain of its
subsidiaries; events of insolvency
or
bankruptcy; the
occurrence of
one or more unstayed or undischarged judgments or attachments in excess of
$30,000,000; dissolution;certain
ERISA
related events; or subsidiary guarantor revocation. If
any other event
of default occurs, the holders of a majority of the Notes may declare them
to be
due and payable, or any holder with respect to a payment default with respect
to
the Notes held by such holder.
The
Notes are
unsecured, however, the Company’s major domestic operating subsidiaries
have each entered into the Subsidiary Guarantee with respect to the Notes,
which
is attached as Exhibit 1(h) to the 2007 Note Purchase Agreement, and the
names
of those subsidiaries are listed on that exhibit.
The
proceeds of the
sale of the Notes were used by the Company to repay $890,000,000 in borrowings
made on October 1, 2007 in connection with its acquisition of Playtex Products,
Inc., under the terms of its $1.5 billion Term Loan Credit Agreement, dated
as
of September 14, 2007, with JP Morgan Chase Bank, N.A. as Administrative
Agent,
Bank of America, N.A. as Syndication Agent, and Citibank, N.A. as Documentation
Agent, previously reported in Energizer’s Current Report on Form 8-K filed
September 18, 2007. An additional $610,000,000 in borrowings
associated with the acquisition remain outstanding under the terms of the
Term
Loan Credit Agreement.
The
foregoing
descriptions of the 2007 Note Purchase Agreement and the Notes do not purport
to
be complete and are qualified in their entirety by reference to the
terms of the 2007 Note Purchase Agreement and exhibits thereto, which are
attached to this filing as Exhibit 10.1 and incorporated by reference
herein.
The
Notes have not
been registered under the Securities Act of 1933 and may not be offered or
sold
in the United States absent registration or an applicable exemption from
registration requirements.
ITEM
9.01
Financial Statements and Exhibits.
(d)
Exhibits.
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10.1
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2007
Note
Purchase Agreement entered into by Energizer Holdings, Inc. and
various
purchasers of the Notes.
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SIGNATURES:
Pursuant
to the
requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto
duly
authorized.
ENERGIZER
HOLDINGS,
INC.
By:
Daniel
J.
Sescleifer
Executive
Vice
President and Chief Financial Officer
Dated:
October 15,
2007
EXHIBIT
INDEX
Exhibit
No.