C O R R E C T I O N – Energizer Holdings, Inc.

In the news release, Energizer Holdings, Inc. Announces Pricing of Offering of $250 Million Senior Notes, issued 16-Apr-2020 by Energizer Holdings, Inc. over PR Newswire, we are advised by the company that the release has been updated.  The complete, corrected release follows:

Energizer Holdings, Inc. Announces Pricing of Offering of $250 Million Senior Notes

ST. LOUIS, MO (STL.News) Energizer Holdings, Inc. (NYSE: ENR) (the “Company”) today announced the pricing, on April 15, 2020, of its add-on offering of $250 million to its existing 6.375% senior notes due 2026 (the “Notes”).  The size of the offering reflects an increase of $50 million in aggregate principal amount of the Notes from the previously announced offering size of $200 million.  The Notes will be sold to investors at 102.250% of the principal amount thereof, plus accrued interest from January 15, 2020.  The Notes will be guaranteed, jointly and severally, on an unsecured basis, by certain of the Company’s domestic restricted subsidiaries.

The Notes being offered will be issued as additional notes under the Indenture dated July 6, 2018 (as supplemented), pursuant to which $500 million in aggregate principal amount of existing 6.375% senior notes due 2026 were previously issued (the “existing notes”).  The Notes will be treated as a single class and fungible with the existing notes under the indenture for U.S. federal income tax purposes, except that the Notes sold pursuant to Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), will initially be subject to restrictions on transfer and will initially trade separately until at least 40 days after the issue date of the Notes.

The Company intends to use all net proceeds from the offering of the Notes to fund repayment of indebtedness outstanding under its revolving credit facility and to pay fees and expenses related to the offering.

The Notes and related guarantees are being offered for sale to qualified institutional buyers in an offering of senior notes exempt from registration pursuant to Rule 144A under the Securities Act, and to non-U.S. persons outside the United States in compliance with Regulation S under the Securities Act.  The offering of the Notes is expected to close on or around April 22, 2020, subject to the satisfaction of customary closing conditions.

The Notes and related guarantees have not been registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.  This press release does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

CLICK to VIEW INCORRECT VERSION

NOTE: this is NOT the complete corrected release.

CLICK to VIEW COMPLETE CORRECTED RELEASE