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: March 27, 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
March 27, 2009, several wholly-owned subsidiaries of the Company entered into
the Second 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 First Amended and Restated Receivables Purchase Agreement between the same
subsidiaries of the Company (as well as Playtex Products, Inc., another U.S.
operating subsidiary of the Company, which has subsequently converted to a
limited liability company), and the other parties to the Amended Agreement,
entered into as of June 30, 2008.
Under the terms of the Amended Agreement and
related documents (the “Program”), Energizer Battery, Inc., a U.S. operating
subsidiary of the Company, routinely sells a pool of U.S. accounts receivable
from the Company’s Household Products division, 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. Prior to the latest amendment, Energizer Battery, Inc. and
Playtex Products, Inc. similarly sold a pool of U.S. accounts receivable from
the Company’s Personal Care division to ERFC for a similar sale of interests in
those receivables.
However, as a
result of an internal reorganization of the Company's subsidiaries, sales and
distribution operations of the Personal Care division (which had been separately
housed in Energizer Battery, Inc. and Playtex Products, Inc.), were consolidated
into a new subsidiary, Energizer Personal Care, LLC, and as part of that
consolidation, existing receivables generated by the Personal Care division were
also transferred to the new subsidiary. As a result, Personal Care
receivables are no longer available to be sold by Energizer Battery, Inc. and
Playtex Products, Inc. through ERFC (which reduced the funding available under
the program by approximately $76 million), and the Amended Agreement was revised
to provide that the Program only applies to receivables from the Household
Products segment sold by Energizer Battery, Inc., (The maximum amount which may
be advanced to ERFC at any one time under the Amended Agreement continues to be
$200 million.) Certain additional revisions to the Amended Agreement were also
made, including a change in the provisions relating to the funding rate for the
receivables, which will further reduce the funding available by
approximately $37 million. The purchase commitments under the Amended Agreement
continue, as before, to 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 Company is currently in
Program renewal discussions, and as part thereof is discussing the proposed
addition of Energizer Personal Care, LLC as a party to the Amended Agreement, in
order to once again include Personal Care receivables in the
Program.
This summary does not
purport to be complete, and is qualified in its entirety by reference to the
Amended Agreement, which is filed as Exhibit 10.1 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
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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10.1
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Second
Amended and Restated Receivables Purchase Agreement dated as of March 27,
2009 among Energizer Receivables Funding Corporation, as seller, Energizer
Battery, Inc., as 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: April 2,
2009
EXHIBIT
INDEX
Exhibit
No.