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): May 24, 2016

Energizer Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

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

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):

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

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

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

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

1

Item 7.01Regulation FD Disclosure.

On May 24, 2016, Energizer Holdings, Inc. (the “Company”) issued a press release announcing that it has signed an agreement to acquire HandStands Holding Corporation from Trivest Partners V, L.P. (the “Transaction”). The press release is attached as Exhibit 99.1 and is incorporated herein by reference.

In addition, the Company will hold a conference call and make a simultaneous presentation to investors to discuss the announcement of the Transaction. A copy of the investor presentation is attached as Exhibit 99.2 and is incorporated herein by reference.

The information furnished pursuant to this Item 7.01, including the attached exhibit, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information or exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number
99.1	Press Release, dated May 24, 2016.
99.2	Investor Presentation, dated May 24, 2016.

2

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.

ENERGIZER HOLDINGS, INC.

By:  /s/ Brian K Hamm

Brian K. Hamm

Chief Financial Officer

Dated: May 24, 2016

3

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	Press Release, dated May 24, 2016.
99.2	Investor Presentation, dated May 24, 2016.

4

EX-99.1

Exhibit 99.1

	Energizer Holdings, Inc. 533 Maryville University Dr. St. Louis, MO 63141
FOR IMMEDIATE RELEASE	Company Contact
May 24, 2016	Jacqueline Burwitz Vice President, Investor Relations 314-985-2169 JacquelineE.Burwitz@energizer.com

Energizer Holdings, Inc. to Acquire HandStands Holding Corporation for $340 Million

• Adds Leading Brands in Growing Automotive Fragrance and Appearance Categories, including Refresh Your Car!, California Scents, Driven, Bahama & Co., LEXOL and Eagle One

• Accretive to EBITDA Margins, Adjusted Earnings per Share and Free Cash Flow in the First Full Fiscal Year, Excluding One-Time Transaction and Integration Costs

• Provides Domestic and International Growth Potential by Leveraging Energizer’s Global Battery Distribution Platform, Infrastructure and Supply Chain Network

• To be Ultimately Funded with Approximately $250 Million of Cash on Hand and Committed Debt Facilities

ST. LOUIS, May 24, 2016 -- Energizer Holdings, Inc. (“Energizer”) (NYSE: ENR) today announced that it has agreed to acquire HandStands Holding Corporation ("HandStands") from Trivest Partners for an aggregate cash purchase price of $340 million, subject to certain adjustments.

HandStands is a leading designer and marketer of automotive fragrance and appearance products. Inclusive of recent acquisitions, calendar year 2015 pro forma net sales were approximately $128 million, with approximately 80% in the U.S., and adjusted pro forma EBITDA was approximately $34 million. HandStands offers innovative products driven by deep consumer insights through well recognized brands such as Refresh Your Car!®, California Scents®, Driven®, Bahama & Co.®, LEXOL® and Eagle One®. This combination of innovative product offerings and strong category leadership has allowed HandStands to achieve consistent top-line growth in recent years and establish itself as one of the market leaders and a partner of choice for retailers in the U.S. automotive fragrance category.

"HandStands represents a compelling strategic, operational and cultural fit for Energizer,” said Alan R. Hoskins, Chief Executive Officer of Energizer.  "The HandStands business is complementary to our existing business with opportunities for growth.  These two businesses have similar customers, distribution channels, category management characteristics and commitment to innovation.  The acquisition allows us to leverage our global battery platform and integrated supply chain network, while providing top-line and free cash flow growth, which will further enhance our ability to drive long-term shareholder value."

Chris Anderson, Chief Executive Officer of HandStands, added: "This transaction represents an exciting milestone in HandStands’ evolution. The ability to leverage Energizer’s strong consumer insights, industry-leading innovation and global reach positions HandStands’ brands for continued growth."

Energizer intends to ultimately fund the acquisition through a combination of approximately $250 million of existing cash and committed debt facilities.  This transaction is expected to be leverage neutral to Energizer's projected levels of Debt to EBITDA by the first quarter of Fiscal 2017. Excluding one-time transaction and integration costs, earnings accretion from the transaction in the first full fiscal year following the close is estimated to be $0.15 to $0.20 per share and free cash flow is expected to increase by at least $20 million. In addition to revenue growth potential, Energizer anticipates cost synergies of approximately $5 million to be achieved by leveraging Energizer’s global battery platform, infrastructure and supply chain network. These savings are projected to be achieved over a period of two years following the close of the acquisition.

The transaction is subject to customary closing conditions, including regulatory approvals. The acquisition is expected to close in the fourth fiscal quarter of 2016. Citi acted as exclusive financial advisor and Bryan Cave LLP acted as legal counsel to Energizer on the transaction. Sawaya Segalas & Co., LLC acted as exclusive financial advisor, and Greenberg Traurig, LLP acted as legal counsel to HandStands on this transaction.

Webcast Information:

In conjunction with this announcement, Energizer will hold an investor conference call beginning at 9:00 a.m. eastern time today to discuss the transaction. All interested parties may access a live webcast of this conference call at www.energizerholdings.com, under "Investors" and "Events and Presentations" tabs or by using the following link:

https://www.webcaster4.com/Webcast/Page/1192/15412

For those unable to participate during the live webcast, a replay will be available on www.energizerholdings.com, under "Investors," "Events and Presentations," and "Past Events" tabs.

About Energizer Holdings, Inc.:

Energizer Holdings, Inc. (NYSE: ENR), headquartered in St. Louis, MO, is one of the world's largest manufacturers of primary batteries and portable lighting products and is anchored by its two globally recognized brands Energizer® and EVEREADY®. As a global leader in power solutions, our mission is to lead the charge to connect our brands, our people and the products we offer to the world better than anyone else. Visit www.energizerholdings.com for more details.

About Trivest Partners:

Trivest Partners is a private investment firm that focuses on partnering with founder/family owned businesses in the United States and Canada.  Since its founding in 1981, Trivest has completed more than 225 transactions, totaling in excess of $5.5 billion in value.  For additional information, please visit www.trivest.com.

Cautionary Note Regarding Forward-looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements about the timing of the completion of the transaction, anticipated financing, the expected benefits of the proposed transaction, and future net sales, earnings and free cash flow. Any statements that are not statements of historical fact should be considered to be forward-looking statements. Any such forward looking statements are made based on information currently known and are subject to various risks and uncertainties, including, without limitation, the risk that a condition to closing the transaction may not be satisfied, the ability to integrate the acquired business successfully and to achieve anticipated cost savings and other synergies, the possibility that other anticipated benefits of the proposed transaction will not be realized,

and other risk factors set forth in Energizer’s filings with the Securities and Exchange Commission. Energizer does not assume any obligation to update or revise any forward-looking statements to reflect new events or circumstances.

Non-GAAP Financial Measures

Energizer reports its financial results in accordance with accounting principles generally accepted in the U.S. ("GAAP"). This press release includes selected financial information that has not been prepared in accordance with GAAP. Specifically, Energizer used non-GAAP accretion to earnings per share and free cash flow, which excludes transaction and integration related expenses, primarily because Energizer does not believe they are reflective of the company’s core operating results. Energizer believes that these non-GAAP financial measures, when considered in conjunction with the company’s financial information prepared in accordance with GAAP, are useful to investors to further aid in evaluating the ongoing financial performance of Energizer and to provide greater transparency as supplemental information to our GAAP results. Investors should consider non-GAAP measures in addition to, not as a substitute for, or superior to, the comparable GAAP measures. In addition, Energizer’s presentation of these non-GAAP financial measures may not be comparable to the presentation of such metrics by other companies. Finally, Energizer is unable to provide a reconciliation of forward-looking non-GAAP measures because Energizer cannot reliably forecast transaction and integration expenses related to the acquisition, which are difficult to predict and estimate. Please note that the unavailable reconciling items could significantly impact Energizer’s future financial results.

###

EX-99.2

Energizer Holdings Acquisition of HandStands Investor Presentation 1 May 24, 2016 Exhibit 99.2

Safe Harbor Statement 1 This presentation contains “forward looking statements,” including our expectations, estimates or projections concerning future results or events, including, without limitation, the future sales, gross margins, costs, earnings, cash flows and performance of HandStands and Energizer. Such statements are subject to risks and uncertainties that could cause our actual results or performance to differ materially from those expressed in or indicated by such statements. The forward-looking statements are only made as of the date of this presentation and we disclaim any obligation to update them to reflect subsequent events or circumstances. Numerous factors could cause our actual results or performance to differ materially from those expressed or implied by such statements, including: • the risk that a condition to closing of the acquisition may not be satisfied, such as obtaining regulatory approvals; • the ability to integrate the HandStands business successfully and to achieve anticipated cost savings and other synergies; • the possibility that other anticipated benefits of the proposed transaction will not be realized, including without limitation, anticipated revenues, expenses, margins, cash flows, earnings and other financial results, and growth and expansion of our operations; • market trends in the categories in which we compete; • 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, 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; • our ability to improve operations and realize cost savings; • 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; and • the impact of legislative or regulatory determinations or changes by federal, state and local, and foreign authorities, including taxing authorities. Additional risks and uncertainties include those detailed in our most recent Annual Report on Form 10-K and other SEC filings.

Non-GAAP Financial Measures 2 Energizer reports its financial results in accordance with accounting principles generally accepted in the U.S. ("GAAP"). This presentation includes selected financial information that has not been prepared in accordance with GAAP. Specifically, Energizer used non-GAAP accretion to earnings per share and free cash flow, which excludes transaction and integration related expenses, primarily because Energizer does not believe they are reflective of the company’s core operating results. Energizer believes that these non-GAAP financial measures, when considered in conjunction with the company’s financial information prepared in accordance with GAAP, are useful to investors to further aid in evaluating the ongoing financial performance of Energizer and to provide greater transparency as supplemental information to our GAAP results. Investors should consider non-GAAP measures in addition to, not as a substitute for, or superior to, the comparable GAAP measures. In addition, Energizer’s presentation of these non- GAAP financial measures may not be comparable to the presentation of such metrics by other companies. Finally, Energizer is unable to provide a reconciliation of forward-looking non-GAAP measures because Energizer cannot reliably forecast transaction and integration expenses related to the acquisition, which are difficult to predict and estimate. Please note that the unavailable reconciling items could significantly impact Energizer’s future financial results.

Transaction Summary 3 • Energizer to acquire HandStands from Trivest Partners for $340 million in cash, subject to certain adjustments • HandStands is a leading designer and marketer of innovative automotive fragrance and auto appearance products in the U.S. • Expected to be accretive to EBITDA margins, EPS and free cash flow in the first full fiscal year post-closing, excluding one-time transaction and integration costs • Transaction targeted to close in the fourth fiscal quarter of this year, subject to regulatory approvals and customary closing conditions

Strategic Rationale 4 • Leading brands in the growing automotive fragrance and appearance categories • Strong strategic, operational and cultural fit • Geographic, customer and channel overlap in core markets with the potential for further expansion • Ability to use Energizer’s scale and global supply chain to drive efficiencies • Provides additional earnings and free cash flow that enhance our ability to drive long-term shareholder value

Business Overview  Designer and marketer of innovative automotive fragrance and appearance products in the U.S.  Leading position in the auto fragrance category  Broad distribution footprint across food, drug, mass, automotive, dollar, hardware, and convenience channels  Geographic revenue breakdown – approximately 80% U.S. and 20% international  Asset-light model with primarily outsourced manufacturing  $128 million CY 2015 pro forma net sales and $34 million CY 2015 adjusted pro forma EBITDA Business 2015 Core Brand Portfolio Automotive Fragrance (~80% of net sales) Automotive Appearance and other (~20% of net sales) 2015 Geographic Breakdown 5 (Eagle One) Domestic 80% International 20%

Product Portfolio 6

Strong Fundamentals and Overlap  Market leader in the growing auto fragrance category (#1 in auto channel / #2 overall)  Total # and age of vehicles on the road increasing  Track record of leading with consumer-focused innovation  Highly attractive financial and free cash flow profile Note: Dollar values in millions. (1) NPD retail sales for the latest 52 week period ending January 2, 2016; CAGR calculated for the time period January 4, 2014–January 2, 2016; (2) Excludes Motor Oil, Greases and Lubes, Batteries, and Tire and Wheel Accessories (3) U.S. Auto Fragrance category includes proprietary market analysis of combined NPD, IRI MULO, and Euromonitor data. 7  Utilize our shopper and merchandising expertise to strengthen the foundation of in-store execution that the HandStands team has already built  Similar channels with over 75% of HandStands U.S. sales in existing Energizer retail partners  Strong geographic distribution overlap in our core markets with the potential for further expansion using our existing global footprint  Leverage existing global supply chain Selected Aftermarket Category Growth Rates (2013–2015)1,2 US Automotive Air Fragrance Category (2015)3 2.1% 2.8% 3.0% 3.3% 3.4% 3.6% 4.5% 6.2% 7.1% 7.5% O th er s Wa sh er F luid s Pe rfo rm an ce Ch em ica ls Flu id Ma na ge me nt To win g & Hi tc h Ap pe ar an ce Ch emi ca ls W ip er s Re frig er an ts Ligh tin g Air Fr ag ra nc e 32.0% 26.0% 25.0% 9.0% 4.0% 4.0% Competitor 1 Competitor 2 Competitor 3 Competitor 4 All Others HandStands Category Category: 3.3%2

Platform For Enhancing Value REVENUE COMMERCIAL Category management capabilities with increased data and analytics, broaden distribution (US and international) and enhance retail execution R&D Leverage design and innovation competencies to further improve innovation roadmap and enable further product line extensions MARKETING Further improve brand positioning & simplification COST ~$5 Million PURCHASING Leverage operations and scale to generate product cost efficiencies SUPPLY CHAIN Leverage global supply chain to generate favorable freight rates and warehouse consolidation to generate savings GLOBAL BATTERY PLATFORM Leverage ENR’s global battery platform to generate savings ENERGIZER STRATEGIC PRIORITIES A foundation to create value for HandStands 8

Financial Summary Purchase Price  $340 million aggregate cash purchase price, subject to certain adjustments Outlook for Financial Impact  Accretive to earnings per share, EBITDA margins and free cash flow1  Adjusted EPS accretion of $0.15 to $0.20 in first full fiscal year1  >$20 million in incremental free cash flow in first full fiscal year1  Cost synergies of approximately $5 million Funding  Approximately $250 million from existing cash  Remainder from committed borrowings  Neutral to projected Debt / EBITDA by Q1 FY2017 Timing  Closing anticipated in Q4 FY2016  Subject to regulatory approvals and other customary closing conditions 9 (1) Excluding transaction and integration costs.

Enhances Our Ability to Drive Long-Term Shareholder Value • Further investment in our brands and efficiency Balanced Capital Allocation Strategy Reinvest in the Business M&A Capital Return to Shareholders • Selectively invest in future M&A that is accretive to cash flow and earnings • Competitive and meaningful dividend • Opportunistic share repurchases 10