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: May 8, 2009
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.
On
May 4, 2009, several wholly-owned subsidiaries of the Company entered into the
Third Amended and Restated Receivables Purchase Agreement with The Bank of
Tokyo-Mitsubishi UFJ, LTD., New York Branch (“BOTM”), as Administrative Agent
and Funding Agent, and the Conduits and Committed Purchasers referred to therein
(the “Third Amended Agreement”), which is attached to this filing as Exhibit
10.1. The Third Amended Agreement amended and restated the Second Amended and
Restated Receivables Purchase Agreement among several wholly-owned subsidiaries
of the Company, Mizuho Corporate Bank, LTD. as Agent and a Funding Agent, BOTM
as a Funding Agent, and the conduits and committed purchasers party thereto,
entered into as of March 27, 2008 (the “Second Amended Agreement”), the terms of
which were described in the Company’s Current Report on Form 8-K dated March 27,
2008. That agreement was attached as an exhibit to that Current
Report.
Under the Third
Amended Agreement, the Program (as defined below) for the purchase of interests
in the Company’s U.S. accounts receivable, as described below, was renewed for
an additional 364 days, commencing May 4, 2009. In addition, Mizuho Corporate
Bank, LTD discontinued participation in the Program, and was replaced as
Administrative Agent by BOTM, and the maximum funding available under the
Program was reduced from $200 million to $100 million.
On
May 5, 2009, the Third Amended Agreement was further amended to add an
additional conduit to the Program, and to once more increase the maximum amount
which may be advanced under the Program to $200 million. On that date, the
parties executed the Amendment No. 1 to Third Amended and Restated Receivables
Purchase Agreement, among the parties to the Third Amended Agreement, SunTrust
Robinson Humphrey, Inc., as an Agent, and Three Pillars Funding LLC, as a
conduit, (“Amendment No. 1”), which is attached to this filing as Exhibit
10.2. Funds received under this financing arrangement are
treated as borrowings rather than proceeds of accounts receivables sold for
accounting purposes. However, borrowings under the program are not
considered debt for covenant compliance purposes under the Company’s credit
agreements and private placement note agreements. The total
outstanding under this financing arrangement following the amendment on May 5,
2009 was $158.3 million.
Under the terms of the Third Amended Agreement,
as amended by Amendment NO. 1, and related documents (the “Program”), Energizer
Battery, Inc. and Energizer Personal Care, LLC, U.S. operating subsidiaries of
the Company, routinely sell a pool of U.S. accounts receivable, on a revolving
basis, to Energizer Receivables Funding Corporation (“ERFC”), which is a
bankruptcy-remote special purpose entity subsidiary of the Company. ERFC then
sells undivided interests in the receivables to outside conduits which may,
under certain circumstances, purchase undivided interests in those receivables.
The Funding Agents provide a liquidity facility to ERFC and commit to purchase
undivided interests in the receivables from it if the outside conduits fail or
refuse to do so.
The purchase
commitments under the Program expire on May 3, 2010, but may be extended for
successive periods of 364 days, subject to, among other conditions, the consent
of the Committed Purchasers.
This summary does
not purport to be complete, and is qualified in its entirety by reference to the
Third Amended Agreement and Amendment No. 1 which are filed as Exhibit 10.1 and
Exhibit 10.2, respectively, below. A more complete summary of the Program (as in
effect prior to the amendments described above) may also be found in the
Company’s Current Report on Form 8-K filed on July 3, 2008.
ITEM
2.03 Creation of a Direct Financial Obligation.
The information set forth under Item 1.01 above
is hereby incorporated by reference.
ITEM
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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10.1
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Third Amended
and Restated Receivables Purchase Agreement dated as of May 4, 2009 among
Energizer Receivables Funding Corporation, as seller, Energizer Battery,
Inc., as servicer, Energizer Personal Care, LLC, as sub-servicer, The Bank
of Tokyo-Mitsubishi UFJ, LTD., New York Branch, as administrative agent
and agent, Gotham Funding Corporation, as a conduit, and Victory
Receivables Corporation as a
conduit.
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10.2
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Amendment No.
1 to Third Amended and Restated Receivables Purchase Agreement dated as of
May 5, 2009 among Energizer Receivables Funding Corporation, as seller,
Energizer Battery, Inc., as servicer, Energizer Personal Care, LLC, as
sub-servicer, The Bank of Tokyo-Mitsubishi UFJ, LTD., New York Branch, as
administrative agent and agent, Three Pillars Funding LLC, Gotham Funding
Corporation, and Victory Receivables Corporation as conduits, and SunTrust
Robinson Humphrey, Inc., as an
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: May 5,
2009
EXHIBIT
INDEX
Exhibit
No.