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: July 6, 2006
ENERGIZER
HOLDINGS, INC.
(Exact
name of
Registrant as specified in its charter)
|
MISSOURI
|
1-15401
|
No.
43-1863181
|
|
(State
or
Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification
Number)
|
533
MARYVILLE UNIVERSITY DRIVE, ST. LOUIS, MO 63141
(Address
of
Principal Executive Offices) (Zip 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:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
|
ITEM
1.01.
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
July 6, 2006, the
Company
authorized the issuance and sale of $500,000,000 aggregate principal amount
of
its fixed rate Senior Notes
pursuant to a Note
Purchase Agreement entered into that same date (“2006 Note Purchase Agreement”),
with
Banc of America Securities, LLC, as Placement Agent for the Company.
The
proceeds of the new fixed-rate Senior Notes will be utilized to repay
existing
debt and
for general corporate purposes.
The
Senior Notes
will be issued in four series: Series A will consist of a single tranche of
three year, bullet maturity, unsecured, fixed-rate Senior Notes, Series B will
consist of a single tranche of five year, bullet maturity, unsecured, fixed-rate
Senior Notes, Series C will consist of a single tranche of eight year, bullet
maturity, unsecured, fixed-rate Senior Notes, and Series D will consist of
a
single tranche of ten year, bullet maturity, unsecured, fixed-rate Senior Notes.
The Senior Notes are unsecured, and rank pari
passu
in right of
repayment with the Company’s other senior unsecured indebtedness.
The
Notes contain
customary affirmative covenants, including, without limitation, corporate
existence and power, conduct of business, compliance with laws, maintenance
of
insurance, keeping of books, conduct of business, 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,
and notices and other information. The Notes also contain customary restrictive
covenants, including, without limitation, restrictions on the following:
subsidiary indebtedness; consolidations; mergers, liquidation, dissolution;
sale
of assets (not including permitted asset sales in connection with the Company’s
Asset Securitization Facility); investments, loans, advances and acquisitions;
liens and encumbrances; contingent obligations; conduct of business, new
subsidiaries, acquisitions; sale and leaseback transactions; 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
Notes contain
financial covenants, including, without limitation, covenants pertaining to
the
following:
·
Maximum
Consolidated Total Debt/ EBITDA Ratio:
At no time shall
the ratio of total indebtedness of the Company and its consolidated subsidiaries
at the end of the most recently completed fiscal quarter 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.
The
Notes contain
customary events of default, including, without limitation, failure to make
payment in connection with the Facility when due; breach of representations
and
warranties; default in any covenant or agreement set forth in the Note Purchase
Agreement after any applicable grace period; cross
default to
occurrence of a default (whether or not resulting in acceleration) under any
other agreement governing indebtedness in
excess of
$30,000,000 of the Borrower 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 Securitization Facility. The 2006 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
2006 Note Purchase 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:
July 7,
2006
EXHIBIT
INDEX
Exhibit
No.