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: September 14, 2007
ENERGIZER
HOLDINGS, INC.
(Exact
name of
Registrant as specified in its charter)
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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
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:
|
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
On
September 14, 2007, the Company entered into a Term Loan Credit Agreement
(“Credit Agreement”), 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. The aggregate commitment under the Credit Agreement is One Billion Five
Hundred Million Dollars ($1,500,000,000), the proceeds of which will be utilized
for the payment of the merger consideration in the Company’s acquisition of
Playtex Products, Inc. for $18.30 per share, which is anticipated to close
during the first week of October, 2007.
The
Credit
Agreement contains customary affirmative covenants, including, without
limitation, financial and other reporting obligations, corporate existence
and
power, conduct of business, compliance with laws, maintenance of insurance,
keeping of books, maintenance of properties, payment of taxes, ERISA compliance,
environmental compliance, use of proceeds, and addition of subsidiary
guarantors. The Credit Agreement also contains customary restrictive covenants,
including, without limitation, restrictions on the following: subsidiary
indebtedness; sales of assets; liens; investments; contingent obligations;
conduct of business, formation of subsidiaries and acquisitions; transactions
with shareholders and affiliates; restrictions on fundamental changes; and
sales
and leasebacks; margin regulations; ERISA obligations; subsidiary covenants;
hedging obligations; issuance of disqualified stock; non-guarantor subsidiaries;
amendments to corporate documents; and change in fiscal year.
The
Credit
Agreement contains financial covenants, including, without limitation, covenants
pertaining to the following:
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·
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Maximum
Consolidated Total Debt/ EBITDA Ratio: At no time shall the
ratio of total indebtedness of the Company and its consolidated
subsidiaries 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.
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·
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Minimum
Interest Expense Coverage Ratio: The Company must maintain
a ratio of EBIT to interest expense of greater than 3.0 to 1.0 for
each
fiscal quarter.
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The
Credit
Agreement contains customary events of default, including, without limitation,
failure to make payment in connection with the credit facility when due; breach
of representations and warranties; default in any covenant or agreement set
forth in the Credit Agreement; cross default upon payment defaults or the
occurrence of a default (resulting in acceleration) under any other agreement
governing indebtedness in excess of $30,000,000 of the Company or any of its
subsidiaries; events of bankruptcy; the occurrence of one or more unstayed
or
undischarged judgments or attachments in excess of $30,000,000; dissolution;
the
occurrence of an ERISA termination event in excess of $30,000,000; the
waiver of a minimum funding standard in excess of $30,000,000; change of
control; environmental matters in excess of $30,000,000; subsidiary
guarantor revocation; or the occurrence of the amortization date or a
termination event under the Company’s asset securitization facility. The Credit
Agreement also includes customary provisions protecting the lenders against
increased costs or loss of yield resulting from changes in reserve, tax, capital
adequacy and other requirements of law and from the imposition of or changes
in
withholding or other taxes (including appropriate gross-up
provisions).
The
form of the
Credit Agreement is attached to this filing as Exhibit 10.1.
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:
September
18, 2007