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): April 15, 2020

_____________________________________________________________________________________

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):

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

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

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

☐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 checkmark 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 8.01    Other Events.

On April 16, 2020, Energizer Holdings, Inc. issued a press release, attached hereto as Exhibit 99.1, announcing the pricing, on April 15, 2020, of its add-on offering of $250 million to its existing 6.375% senior notes due 2026. The size of the offering reflects an increase of $50 million in aggregate principal amount of notes from the previously announced offering size of $200 million.

This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description of Exhibit
99.1	Press Release, dated April 16, 2020, announcing Pricing of Offering of Senior Notes.
101	Pursuant to Rule 406 of Regulation S-T, the cover page information is formatted in iXBRL (Inline eXtensible Business Reporting Language).
104	Cover Page Interactive Data File (formatted in iXBRL in Exhibit 101).

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/ Timothy W. Gorman                                                    

Timothy W. Gorman

Executive Vice President and Chief Financial Officer

Dated: April 16, 2020

EX-99.1

Exhibit 99.1

	Energizer Holdings, Inc. 533 Maryville University Dr. St. Louis, MO 63141
FOR IMMEDIATE RELEASE	Company Contact
April 16, 2020	Jacqueline Burwitz Investor Relations 314-985-2169 JacquelineE.Burwitz@energizer.com

Energizer Holdings, Inc. Announces Pricing of Offering of $250 Million Senior Notes

ST. LOUIS, April 16, 2020 -- Energizer Holdings, Inc. (NYSE: ENR) the (“Company”) today announced the pricing, on April 15, 2020, of its add-on offering of $250 million to its existing 6.375% senior notes due 2026 (the “Notes”). The size of the offering reflects an increase of $50 million in aggregate principal amount of the Notes from the previously announced offering size of $200 million. The Notes will be sold to investors at 102.250% of the principal amount thereof, plus accrued interest from January 15, 2020. The Notes will be guaranteed, jointly and severally, on an unsecured basis, by certain of the Company’s domestic restricted subsidiaries.

The Notes being offered will be issued as additional notes under the Indenture dated July 6, 2018 (as supplemented), pursuant to which $500 million in aggregate principal amount of existing 6.375% senior notes due 2026 were previously issued (the “existing notes”). The Notes will be treated as a single class and fungible with the existing notes under the indenture for U.S. federal income tax purposes, except that the Notes sold pursuant to Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), will initially be subject to restrictions on transfer and will initially trade separately until at least 40 days after the issue date of the Notes.

The Company intends to use all net proceeds from the offering of the Notes to fund repayment of indebtedness outstanding under its revolving credit facility and to pay fees and expenses related to the offering.

The Notes and related guarantees are being offered for sale to qualified institutional buyers in an offering of senior notes exempt from registration pursuant to Rule 144A under the Securities Act, and to non-U.S. persons outside the United States in compliance with Regulation S under the Securities Act. The offering of the Notes is expected to close on or around April 22, 2020, subject to the satisfaction of customary closing conditions.

The Notes and related guarantees have not been registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

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 on November 19, 2019, as amended in our Current Report on Form 8-K, filed with the SEC on April 15, 2020.

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Cover Page	Apr. 16, 2020
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Apr. 15, 2020
Entity Registrant Name	Energizer Holdings, Inc.
Entity Incorporation, State or Country Code	MO
Entity File Number	1-36837
Entity Central Index Key	0001632790
Amendment Flag	false
Entity Tax Identification Number	36-4802442
Entity Address, Address Line One	533 Maryville University Drive
Entity Address, City or Town	St. Louis
Entity Address, State or Province	MO
Entity Address, Postal Zip Code	63141
City Area Code	314
Local Phone Number	985-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, par value $.01 per share
Trading Symbol	ENR
Security Exchange Name	NYSE
Series A Mandatory Convertible Preferred Stock, par value $.01 per share
Entity Information [Line Items]
Title of 12(b) Security	Series A Mandatory Convertible Preferred Stock, par value $.01 per share
Trading Symbol	ENR PRA
Security Exchange Name	NYSE