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: June 30, 2008
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
(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
June 30, 2008, several wholly-owned subsidiaries of the Company entered into the
First Amended and Restated Receivables Purchase Agreement with Mizuho Corporate
Bank, LTD. as Agent and a Funding Agent, The Bank of Tokyo-Mitsubishi UFJ, LTD.,
New York Branch, as a Funding Agent, and the Conduits and Committed Purchasers
referred to therein (the “Amended Agreement”), which is attached to this filing
as Exhibit 10.1. The Amended Agreement further amended and restated the
Receivable Purchase Agreement between several subsidiaries of the Company,
Falcon Asset Securitization Corporation and Bank One, N.A., which had been
entered into as of April 4, 2000. The Amended Agreement incorporated,
as part of the restatement, a number of immaterial amendments effected from time
to time in the period since initial execution, including substitution of the
agent and funding agents.
Under
the terms of the Amended Agreement and related documents (the “Program”),
Energizer Battery, Inc. and Playtex Products, Inc., U.S. operating subsidiaries
of the Company, routinely sell a pool of U.S. accounts receivable from certain
customers, 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 have committed, under certain circumstances, to 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 maximum amount
advanced to ERFC at any one time under the Program may not exceed $200 million.
The assets of ERFC are not available to satisfy the creditors of any other
person, including the Company or any of its subsidiaries or affiliates.
Energizer Battery, Inc. retains servicing responsibility over receivables
originated by it, and Playtex Products, Inc. retains sub-servicing
responsibility for receivables originated by it. As previously amended, the
Amended Agreement authorizes ERFC to repurchase accounts receivable sold to the
outside conduits, if it so chooses. As a result, funds received by it upon sales
of the receivables are treated for accounting purposes as borrowings rather than
proceeds of sale. The proceeds received by ERFC have been used by the Company
for general corporate purposes, including reducing borrowings under the
Company’s revolving credit facilities.
Receivables in the
Program are subject to customary criteria, limits and reserves. The
Amended Agreement includes customary representations, restrictive covenants and
events of default. Although ERFC will bear the risk of non-payment of the
receivables, the Company has agreed to indemnify it against certain events,
including certain defaults by Energizer Battery, Inc. or Playtex Products, Inc.
of their obligations under the Program. Neither the Company nor ERFC guarantees
collectibility of the receivables or the creditworthiness of obligors. The
conduits’ purchase commitments expire on May 26, 2009, subject to extensions
thereafter for successive periods of 364 days, subject to, among other
conditions, the consent of the Committed Purchasers. The purchases of
the receivables are subject to the condition, among others, that no Amortization
Event or Potential Amortization Event, as defined in the Amended Agreement, has
occurred.
This summary does
not purport to be complete, and is qualified in its entirety by reference to the
Amended Agreement, which is filed as an exhibit below.
ITEM
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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10.1
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First Amended
and Restated Receivables Purchase Agreement dated as of June 30, 2008
among Energizer Receivables Funding Corporation, as seller, Energizer
Battery, Inc., as servicer, Playtex Products, Inc., as sub-servicer,
Mizuho Corporate Bank, LTD., as agent and a funding agent, The Bank of
Tokyo-Mitsubishi UFJ, LTD., New York Branch, as funding agent, and several
conduits and committed purchasers party hereto from time to
time.
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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: July 3,
2008
EXHIBIT
INDEX
Exhibit
No.