Davis Polk advised the representatives of the underwriters in connection with an SEC-registered offering of 4,687,498 shares of common stock, including 611,412 shares of common stock offered pursuant to the exercise of the option to purchase additional shares, and an SEC-registered offering of 2,156,250 shares of mandatory convertible preferred stock, including 281,250 shares of mandatory convertible preferred stock offered pursuant to the exercise of the option to purchase additional shares. Davis Polk also advised financial institutions that included certain affiliates of the underwriters in the mandatory convertible preferred stock as counterparties in connection with capped call transactions entered into between each of such financial institutions and Energizer.

Energizer intends to use the net proceeds from the offerings to pay the premium for the capped call transactions described above and to fund part of the cash portion of its pending acquisition of the global auto care business of Spectrum Brands Holdings, Inc.

Energizer, headquartered in St. Louis, Missouri, is one of the world’s largest manufacturers, marketers and distributors of household batteries, specialty batteries and portable lighting products, and a leading designer and marketer of automotive fragrance and appearance products.

The Davis Polk capital markets team included partner Michael Kaplan, counsel Yasin Keshvargar and associate Jolie Yang. The equity derivatives team included partner Mark M. Mendez and associate Brent T. Duddie. Partner Lucy W. Farr and associate Christina L. Tacoronti provided tax advice. Counsel David A. Zilberberg and associate Megan Cronin provided environmental advice. All members of the Davis Polk team are based in the New York office.

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