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 (Date of Earliest Event Reported): January 2, 2020
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Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously reported in a Current Report filed on Form 8-K with the SEC on May 29, 2019, Energizer Holdings, Inc., a Missouri corporation (the “Company”), entered into a definitive Acquisition Agreement (the “Acquisition Agreement”) with VARTA Aktiengesellschaft, a German corporation (“VARTA AG”), to divest the Varta® consumer battery business in the Europe, Middle East and Africa regions (“EMEA”), including manufacturing and distribution facilities in Germany (the “Business”).
On January 2, 2020, pursuant to the terms and conditions of the Acquisition Agreement, the Company completed its previously announced divestiture of the Business to VARTA AG for an aggregate purchase price of €180 million (the “Purchase Price”), subject to purchase price adjustments, including final working capital amounts. Pursuant to the terms of the acquisition agreement with Spectrum Brands Holdings, Inc. (“Spectrum”) for Spectrum’s global battery and lighting business, Spectrum will be making an additional contribution to Energizer in connection with the divestiture of the Business. The Company expects the net proceeds from VARTA AG and Spectrum to be approximately $300 million USD, which will be used to pay down term loan debt.
The foregoing description of the Acquisition Agreement and the transactions contemplated thereby is not complete and is subject to, and qualified in its entirety by reference to, the Acquisition Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated by reference herein. The Acquisition Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, VARTA AG or the Business. In particular, the assertions embodied in the representations and warranties in the Acquisition Agreement were made as of a specified date, are modified or qualified by information in a confidential disclosure letter prepared in connection with the execution and delivery of the Acquisition Agreement, may be subject to a contractual standard of materiality different from what might be viewed as material to shareholders, or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations and warranties in the Acquisition Agreement are not necessarily characterizations of the actual state of facts about the Company, VARTA AG, or the Business at the time they were made or otherwise and should only be read in conjunction with the other information that the Company makes publicly available in reports, statements and other documents filed with the U.S. Securities and Exchange Commission (the “SEC”).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | Description of Exhibit | |
2.1 | ||
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
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/ Timothy W. Gorman
Timothy W. Gorman
Executive Vice President and Chief Financial Officer
Dated: January 2, 2020