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: December 3, 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
(Address
of
Principal Executive
Offices) (Zip
Code)
(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 December 3, 2007 the Company entered into a
Term
Loan Credit Agreement, which is attached to this filing as Exhibit
10.1. A brief description of the terms and conditions of the Term Loan Credit
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
December 3, 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 J.P. Morgan Securities Inc. and Banc
of
America Securities LLC as Co-Lead Arrangers. The aggregate commitment under
the
Credit Agreement was Six Hundred Million Dollars ($600,000,000), and the
Company, upon entering into the Credit Agreement, immediately borrowed that
aggregate amount. The proceeds of those borrowings were used by the Company
to
repay $600,000,000 in borrowings made on October 1, 2007 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. The borrowings on October 1, 2007 were made in connection with
the Company’s acquisition of Playtex Products, Inc.
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, addition of subsidiary guarantors,
inspection of records, and furnishing of quarterly and annual financial
statements, quarterly compliance certificates, notices and other information.
The Credit Agreement also contains customary restrictive covenants, including,
without limitation, restrictions on the following: subsidiary indebtedness;
consolidations, mergers, liquidation, dissolution; sales of assets (not
including permitted asset sales in connection with the Company’s asset
securitization facility); investments, loans, advances and acquisitions;
liens
and encumbrances; investments; contingent obligations; conduct of business,
formation of subsidiaries and acquisitions; sales and leasebacks; margin
regulations; ERISA obligations; subsidiary covenants; hedging obligations;
issuance of disqualified stock; non-guarantor subsidiaries; transactions
with
shareholders and affiliates; 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 a termination event; the waiver of a minimum funding standard;
change of control; defaults under hedging agreements; environmental matters;
subsidiary guarantor revocation; or the occurrence of the amortization date
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).
Borrowings
under
the Credit Agreement are unsecured, however, the Company’s major domestic
operating subsidiaries have each entered into a guarantee with respect to
the
Company’s obligations under the Credit Agreement.
The
foregoing
description of the Credit Agreement does not purport to be complete and is
qualified in its entirety by reference to the terms of the Credit Agreement
and exhibits thereto, which are attached to this filing as Exhibit 10.1 and
incorporated by reference herein.
ITEM
9.01
Financial Statements and Exhibits.
(d)
Exhibits.
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10.1
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Term
Loan Credit Agreement (“Credit Agreement”),
entered into by Energizer Holdings, Inc. and JP Morgan Chase Bank,
N.A. as
Administrative Agent, Bank of America, N.A. as Syndication
Agent
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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:
December 3,
2007
EXHIBIT
INDEX
Exhibit
No.