Energizer Holdings Enters Material Agreement, Incurs Financial Obligation

TL;DR

Energizer just signed a big deal and took on debt. Watch this space.

AI Summary

Energizer Holdings, Inc. filed an 8-K on September 22, 2025, reporting the entry into a material definitive agreement and the creation of a direct financial obligation. The filing also includes financial statements and exhibits.

Why It Matters

This filing indicates a significant new financial commitment or partnership for Energizer Holdings, which could impact its future financial performance and strategic direction.

Risk Assessment

Risk Level: medium — The entry into a material definitive agreement and creation of a financial obligation suggests potential new risks and financial commitments for the company.

Key Players & Entities

• Energizer Holdings, Inc. (company) — Registrant
• Missouri (location) — State of incorporation
• September 22, 2025 (date) — Date of Report

FAQ

Key Financial Figures

• $400 million — y"), completed the issuance and sale of $400 million aggregate principal amount of 6.000% Se
• $100 million — ent in an aggregate principal amount of $100 million (the "Incremental Term Loan"). The proc
• $860,000,000 — the "Term B Facility") in the amount of $860,000,000. The Company's revolving credit facilit
• $500,000,000 — outstanding with a committed amount of $500,000,000. Amounts outstanding under the Term B

Filing Documents

• ef20055879_8k.htm (8-K) — 43KB
• ef20055879_ex4-1.htm (EX-4.1) — 748KB
• ef20055879_ex10-1.htm (EX-10.1) — 1399KB
• image0.jpg (GRAPHIC) — 332KB
• 0001140361-25-035737.txt ( ) — 3654KB
• enr-20250922.xsd (EX-101.SCH) — 4KB
• enr-20250922_lab.xml (EX-101.LAB) — 21KB
• enr-20250922_pre.xml (EX-101.PRE) — 16KB
• ef20055879_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. Senior Notes Due 2033 On September 22, 2025, Energizer Holdings, Inc., a Missouri corporation (the "Company"), completed the issuance and sale of $400 million aggregate principal amount of 6.000% Senior Notes due 2033 (the "Notes"), as contemplated by the Purchase Agreement, dated September 9, 2025 (the "Purchase Agreement"), by and among the Company, BofA Securities Inc., as representative of the purchasers listed therein (the "Initial Purchasers"), and the guarantors party thereto. The Notes were issued pursuant to an indenture, dated as of September 22, 2025 (the "Indenture"), among the Company, the guarantors party thereto from time to time and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"). The net proceeds of the offering are being used by the Company, together with the proceeds of an incremental term loan facility (described below), (i) to redeem the 2027 Senior Notes, (ii) to repay a portion of the indebtedness outstanding under the Revolving Credit Facility, (iii) pay related fees, premiums and expenses and (iv) for general corporate purposes. The Notes were sold to the Initial Purchasers pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The Company did not register the issuance of the Notes under the Securities Act because such issuance did not constitute a public offering. The Notes were sold to qualified institutional buyers pursuant to Rule 144A (and outside the United States to qualified investors in reliance on Regulation S) under the Securities Act. The Notes have not been registered under the Securities Act or applicable state securities laws, and may not be offered or sold absent registration under the Securities Act or applicable state securities laws or applicable exemptions from registration requirements. Interest and Maturity The Notes accrue interest at a rate of 6.000% per annum and

03

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information set forth under Item 1.01 of this Current Report on Form 8-K with respect to the First Amendment is hereby incorporated by reference into this Item 2.03.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Indenture, dated September 22, 2025, by and among Energizer Holdings, Inc., the Guarantors party thereto from time to time and The Bank Of New York Mellon Trust Company, N.A., as Trustee. 4.2 Form of 6.000% Senior Notes due 2033 (included in Exhibit 4.1), dated September 22, 2025 10.1 Amendment No. 1 to Second Amended and Restated Credit Agreement, dated as of September 22, 2025, by and among Energizer Holdings, Inc., as borrower, the lenders party thereto, the issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent. 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

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/ John J. Drabik John J. Drabik Executive Vice President and Chief Financial Officer Dated: September 22, 2025

View Full Filing

View this 8-K filing on SEC EDGAR