| Item 1.01. | Entry into a Material Definitive Agreement. |
On January 2, 2019, pursuant to the escrow arrangements previously reported in the Current Report on Form8-K filed with the Securities and Exchange Commission (the “SEC”) on July 9, 2018, the net proceeds of $1,252.0 million (the “Note Proceeds”) from the issuance and sale of $500.0 million aggregate principal amount of 6.375% Senior Notes due 2026 (the “US Notes”) by Energizer Gamma Acquisition, Inc. (“EGAI”), a wholly-owned subsidiary of Energizer Holdings, Inc., a Missouri corporation (the “Company”), and the €650.0 million aggregate principal amount of 4.625% Senior Notes due 2026 (the “EUR Notes”) by Energizer Gamma Acquisition B.V., a wholly-owned indirect subsidiary of the Company, together with accumulated interest, were released from escrow.
Also on January 2, 2019, pursuant to the escrow arrangements previously reported in the Company’s Current Report on Form8-K filed with the SEC on December 17, 2018, the net proceeds of $1,205.4 million (“Term Loan Proceeds” and, together with the Note Proceeds, the “Debt Proceeds”) from the borrowings under the term loan facilities under the credit agreement entered into by EGAI (the “New Credit Agreement”) were released from escrow.
Approximately $1,956.2 million of the Debt Proceeds were used to pay the purchase price of the acquisition of the GBL Business (as defined below) and approximately $648.9 million of the Debt Proceeds were used to repay in full the debt outstanding under the Company’s credit agreement dated as of June 30, 2015, as amended, with the lenders parties thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Existing Agreement”), as a result of which such Existing Agreement was terminated.
Also on January 2, 2019, in connection with the completion of the Acquisition, EGAI merged with and into the Company, with the Company as the surviving corporation. As a result of the merger, the Company became the borrower under the New Credit Agreement and the obligor under the US Notes. In addition, the Company became a guarantor of the EUR Notes and each of the domestic restricted subsidiaries of the Company that is a borrower or guarantor under the New Credit Agreement became guarantors of the US Notes and the EUR Notes pursuant to supplemental indentures.
The foregoing description of certain agreements and the transactions contemplated thereby is not complete and is subject to, and qualified in its entirety by reference to, such agreements, copies of which are filed with this Current Report on Form8-K as exhibits and incorporated by reference herein.
| Item 1.02 | Termination of a Material Contract. |
The information set forth in Item 1.01 above is incorporated herein by reference. A brief description of the material terms of the Existing Agreement is contained in the Company’s Annual Report on Form10-K for the fiscal year ended September 30, 2018, which description is incorporated herein by reference.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
As previously reported in a Current Report filed on Form8-K with the SEC on November 15, 2018, the Company entered into an Amended and Restated Acquisition Agreement (the “GBL Amended Agreement”) with Spectrum Brands Holdings, Inc., a Delaware corporation (“Spectrum”) on November 15, 2018.
On January 2, 2019, pursuant to the terms and conditions of the GBL Amended Agreement, the Company completed its previously announced acquisition of the global battery, lighting and portable power business (the “GBL Business”) from Spectrum for approximately $2.0 billion US dollars.
The foregoing description of the GBL Amended Agreement does not purport to be complete and is qualified in its entirety by reference to the GBL Amended Agreement filed on the Current Report on Form8-K filed by the Company on November 15, 2018, which agreement is incorporated herein by reference in its entirety.
The exhibits filed herewith have been attached to provide investors with information regarding their terms. They are not intended to provide any other factual information about the Company, Spectrum or the GBL Business. In particular, the assertions embodied in the representations and warranties in the GBL Amended Agreement were made as of a specified date, are modified or qualified by information in a confidential disclosure letter prepared in connection with the execution and delivery of the GBL Amended Agreement, may be subject to a contractual standard of materiality different from what might be viewed as material to shareholders, or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations and warranties in the GBL Amended Agreement are not necessarily characterizations of the actual state of facts about the Company, Spectrum, or the GBL Business at the time they were made or otherwise and should only be read in conjunction with the other information that the Company makes publicly available in reports, statements and other documents filed with the SEC.
