Energizer Holdings, Inc. $600 Million Senior Notes Offering and Concurrent Cash Tender Offer and Consent Solicitation

Davis Polk advised the representative of the initial purchasers in connection with a Rule 144A/Regulation S offering by Energizer Holdings, Inc. of $600 million aggregate principal amount of its 4.750% senior notes due 2028.

Davis Polk also advised the dealer manager in connection with Energizer Holdings, Inc.’s concurrent cash tender offer to purchase any and all of the $600 million aggregate principal amount of its outstanding 5.500% senior notes due 2025 and a concurrent consent solicitation to amend the indenture governing such notes. The concurrent cash tender offer is funded with the proceeds of the notes offering together with cash on hand.

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 corporate team included partners Michael Kaplan and Yasin Keshvargar and associates David D. Kim and Ryan Lewis. Partner Lucy W. Farr and associate Tomislava Dragicevic provided tax advice. Counsel David A. Zilberberg provided environmental advice. All members of the Davis Polk team are based in the New York office.