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: August 24, 2005
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
August 24, 2005,
four of the Company’s wholly owned subsidiaries in Asia entered into a
Multicurrency Revolving Credit Facility Agreement (“2005 Credit Facility
Agreement”) with Citigroup Global Markets Singapore Pte. Ltd., and Standard
Chartered Bank as Arrangers, and Citicorp Investment Bank (Singapore) Limited
acting as Agent. The 2005 Credit Facility Agreement provides for a 5-year
revolving credit loan (the “Facility”) in an initial amount of up to
U.S.$325,000,000, and replaces 3-year, $220,000,000 Singapore Dollar, and
$125,000,000 U.S. Dollar, Syndicated facilities entered into in June of 2003.
Final maturity under the facility is five years from the execution of the
2005
Credit Facility Agreement. The Company and each of the borrowing subsidiaries
each jointly and severally guarantee the aggregate obligations under the
Facility.
The
2005 Credit
Facility Agreement contains customary affirmative covenants, including, without
limitation, corporate existence and power, conduct of business, compliance
with
laws, maintenance of insurance, keeping of books, conduct of business,
maintenance of properties, payment of taxes, environmental compliance, use
of
proceeds, addition of subsidiary guarantors, inspection of records, and
furnishing of quarterly and annual financial statements, quarterly compliance
certificates, and notices and other information. The 2005 Credit Facility
Agreement also contains customary restrictive covenants, including, without
limitation, restrictions on the following: each borrower will remain a
subsidiary of the Company, a negative pledge on all present and future fixed
and
floating assets of the borrowers; consolidations; mergers, liquidation,
dissolution; sale of assets (not including permitted asset sales in connection
with the Company’s Asset Securitization Facility); investments, loans, advances
and acquisitions; liens and encumbrances; contingent obligations; conduct
of
business, new subsidiaries, acquisitions; sale and leaseback transactions;
margin regulations; hedging obligations; issuance of disqualified stock;
non-guarantor subsidiaries; transactions with shareholders and affiliates;
amendments to corporate documents; and change in fiscal year.
The
2005 Credit
Facility Agreement contains financial covenants, including, without limitation,
covenants pertaining to the following:
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Maximum
Consolidated Total Debt/ EBITDA Ratio: At no time shall the ratio of
total indebtedness of the Company and its consolidated subsidiaries
at the
end of the most recently completed fiscal quarter to EBITDA of
the Company
and its consolidated subsidiaries for the Company’s then most recently
completed four fiscal quarters exceed 3.5 to 1.0.
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| · |
Minimum
Interest Coverage Ratio: The ratio of (a) EBIT of the Company and its
consolidated subsidiaries for the Company’s then most recently completed
four fiscal quarters to (b) total interest expense of the Borrower
and its
consolidated subsidiaries shall be greater than 3.00 to 1.00
as of the end
of each fiscal quarter (calculated as of the end of each such
fiscal
quarter for the four-fiscal quarter period ending on such
date).
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The
2005 Credit
Facility Agreement contains customary events of default, including, without
limitation, failure to make payment in connection with the Facility when
due;
breach of representations and warranties; default in any covenant or agreement
set forth in the Loan Documents after any applicable grace period; cross
default
to occurrence of a default (whether or not resulting in acceleration) under
any
other agreement governing indebtedness in excess of $30,000,000 of the Borrower
or any of its subsidiaries; events of bankruptcy; the occurrence of one or
more
unstayed or undischarged judgments or attachments in excess of $30,000,000;
dissolution; any of the Loan Documents shall cease to be in full force; the
occurrence of a termination event; the waiver of a minimum funding standard;
change of control; defaults under hedging agreements; environmental matters;
guarantor revocation; or the occurrence of the amortization date under the
Company’s Asset Securitization Facility. The 2005 Credit Facility Agreement also
includes customary provisions protecting the Lenders against increased costs
or
loss of yield resulting from changes in reserve, tax, capital adequacy and
other
requirements of law and from the imposition of or changes in withholding
or
other taxes (including appropriate gross-up provisions).
The
form of the
2005 Credit Facility Agreement is attached to this filing as Exhibit
10.1.
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:
August 25,
2004