Energizer Holdings Announces Commencement in 2021

Energizer Holdings, Inc. Announces Commencement of Offering of €650 Million Senior Notes Offering and Conditional Full Redemption of Outstanding 4.625% Senior Notes Due 2026:

Energizer Holdings, Inc. (NYSE: ENR) (the “Company”) today announced the opening of Energizer Gamma Acquisition BV, a wholly indirect subsidiary of the Company (the “Issuer”), with an offering of $650 million. The Eurobonds mature in 2029 (the “New Bonds”) in a private offering, subject to market and other customary conditions. The New Bonds will be jointly guaranteed on an uninsured basis by the Company and certain local branches of the Company.

The Issuer intends to use the net proceeds of the offering of the New Securities, together with available liquidity, too (i) fund the repayment of the 2026 loan (as defined below) and (ii) the fees and costs associated with repaying the 2026 loan and sending new notes.

Concurrent with the presentation of the New Commitments, and subject to the terms of the indentures (the “2026 Indenture Notes”) applicable to the Issuer’s 4.625% Senior Notes due 2026 (the “2026 Notes”), the Issuer announces to repurchase the total amount in full. the nominal value of 650 million euros in 2026 (the “redemption of the bonds in 2026”). The redemption of the 2026 bonds is subject, among other things, to the completion of the offering of the new bonds on terms that are satisfactory in all respects to the issuer.

The date set by the Issuer for the redemption of the 2026 Notes is July 9, 2021, which has been deferred by the Issuer in its sole discretion under the 2026 Mortgage Agreement (as the “total redemption price”). 100% of the value of the 2026 bonds plus a general premium on the 2026 and 2026 bonds, plus any accrued and unpaid interest, after redemption on the redemption date, excluding the redemption price of the 2026 bonds, calculated on the basis of 2026 mortgages, no later than two business days before the refund date.

The new securities and related guarantees are being offered for sale to qualified institutional purchasers in an offering of senior securities not regulated under Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and not to persons of other states. Do not. United. outside the United States, pursuant to the S. Regulation of the Securities Act There can be no assurance that the presentation of the new disclosure will be completed or, if completed, the time it will be completed.

The new securities and related securities have not been registered under the Securities Act or any governmental securities laws and, unless registered, may not be offered or sold in the United States except under an exemption or in a transaction that does not meet the requirements. Security Laws and Legislation Applicable to Public Bonds. This press release is not an offer to buy or solicit any securities and is not an offer, solicitation, or sale in any jurisdiction where such offer, solicitation, or sale is unlawful. This press release is issued in accordance with Rule 135c of the Securities Act.

This press release is not a repurchase notice under the 2026 agreement or an obligation to issue a repurchase notice. Such disclosure, if any, will only be made in accordance with the provisions of the Securities Act of 2026.

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