March 30, 2000 Ralston Purina Company Checkerboard Square St. Louis, MO 63164-0001 Attention: James R. Elsesser Chief Financial Officer Energizer Holdings, Inc. Checkerboard Square St. Louis, MO 63164-0001 Attention: Daniel Corbin Executive Vice...Energizer Holdings Inc • April 19th, 2000 • Blank checks • Illinois
LEASE AGREEMENT This lease made this 15th day of February, 2000, by and between Ralston Purina Company hereinafter called Lessor, whose address is: c/o Howard T. Nelson Legal Department - 9T Checkerboard Square St. Louis, Missouri 63164 and Eveready...Lease Agreement • April 19th, 2000 • Energizer Holdings Inc • Blank checks
INDEMNIFICATION AGREEMENT ------------------------- INDEMNIFICATION AGREEMENT (the "Agreement") made this 15th day of October, 2002, between ENERGIZER HOLDINGS, INC., a Missouri corporation (the "Company") and ____________________ ("Director")....Indemnification Agreement • December 13th, 2002 • Energizer Holdings Inc • Blank checks • Missouri
RECEIVABLES PURCHASE AGREEMENT dated as of April 4, 2000Receivables Purchase Agreement • April 19th, 2000 • Energizer Holdings Inc • Blank checks • Illinois
ENERGIZER HOLDINGS, INC. 9,500,000 Shares of Common Stock Underwriting AgreementEnergizer Holdings Inc • May 15th, 2009 • Miscellaneous electrical machinery, equipment & supplies • New York
Energizer Holdings, Inc., a Missouri corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 9,500,000 shares of common stock, par value $.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,425,000 shares of common stock, par value $.01 per share, of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”. The Stock, including the Shares, will have attached thereto Rights (the “Rights”) to purchase Common Shares (as defined in the Rights Agreement). The Rights are to be issued pursuant to a Rights Agreement (the “Rights Agreement”) dated as of March 16, 2
RIGHTS AGREEMENT This Rights Agreement (the "Rights Agreement"), effective as of March 16, 2000 between Energizer Holdings, Inc., a Missouri corporation (the "Company"), and Continental Stock Transfer & Trust Company (the "Rights Agent"). W I T N E S...Rights Agreement • April 19th, 2000 • Energizer Holdings Inc • Blank checks • Missouri
ESCROW AGREEMENTCredit Agreement • June 2nd, 2015 • Energizer Holdings Inc • Miscellaneous electrical machinery, equipment & supplies • New York
This Credit Agreement dated as of [•], 2015 is entered into among ENERGIZER HOLDINGS, INC. (formerly known as Energizer SpinCo, Inc.), a Missouri corporation, the institutions from time to time parties hereto as Lenders and JPMORGAN CHASE BANK, N.A., in its capacity as Administrative Agent.
ENERGIZER HOLDINGS, INC. and CONTINENTAL STOCK TRANSFER AND TRUST COMPANY Rights Agreement Dated as of May 21, 2015Rights Agreement • May 27th, 2015 • Energizer Holdings Inc • Miscellaneous electrical machinery, equipment & supplies • Missouri
Rights Agreement, dated as of May 21, 2015, between Energizer Holdings, Inc., a Missouri corporation (the “Company”), and Continental Stock Transfer and Trust Company, as rights agent (the “Rights Agent”).
AGREEMENT AND PLAN OF REORGANIZATION This AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement"), dated as of April 1, 2000, by and among Ralston Purina Company, a Missouri corporation ("Ralston") and Energizer Holdings, Inc. ("Energizer"), a Missouri...Agreement and Plan of Reorganization • April 19th, 2000 • Energizer Holdings Inc • Blank checks • Missouri
CREDIT AGREEMENT dated as of June 1, 2015 among ENERGIZER HOLDINGS, INC. (to be renamed EDGEWELL PERSONAL CARE COMPANY) The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent and BANK OF AMERICA, N.A., THE BANK OF TOKYO-MITSUBISHI...Credit Agreement • June 2nd, 2015 • Energizer Holdings Inc • Miscellaneous electrical machinery, equipment & supplies • New York
CREDIT AGREEMENT (this “Agreement”) dated as of June 1, 2015 among ENERGIZER HOLDINGS, INC. (to be renamed EDGEWELL PERSONAL CARE COMPANY), the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and BANK OF AMERICA, N.A., THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. and CITIBANK, N.A., as Co-Syndication Agents.
ENERGIZER SPINCO, INC. PURCHASE AGREEMENTPurchase Agreement • May 18th, 2015 • Energizer Holdings Inc • Miscellaneous electrical machinery, equipment & supplies • New York
Introductory. Energizer SpinCo, Inc., a Missouri corporation (the “Company”), proposes to issue and sell to Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and the other several Initial Purchasers named in Annex A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $600,000,000 aggregate principal amount of the Company’s 5.500% Senior Notes due 2025 (the “Notes”), pursuant to the terms of this purchase agreement (the “Agreement”). Merrill Lynch has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes.
STOCK AND ASSET PURCHASE AGREEMENT BETWEEN PFIZER INC. AND ENERGIZER HOLDINGS, INC. DATED AS OF JANUARY 20, 2003Stock and Asset Purchase Agreement • February 11th, 2003 • Energizer Holdings Inc • Miscellaneous electrical machinery, equipment & supplies
INDEMNIFICATION AGREEMENT ------------------------- INDEMNIFICATION AGREEMENT (the "Agreement") made this 27th day of January, 2003, between ENERGIZER HOLDINGS, INC., a Missouri corporation (the "Company") and John R. Roberts ("Director"). WHEREAS,...Indemnification Agreement • February 11th, 2003 • Energizer Holdings Inc • Miscellaneous electrical machinery, equipment & supplies • Missouri
INTELLECTUAL PROPERTY AGREEMENT ------------------------------- THIS INTELLECTUAL PROPERTY AGREEMENT dated as of April 1, 2000 is by and between RALSTON PURINA COMPANY, a corporation organized under the laws of the State of Missouri, having its...Intellectual Property Agreement • April 19th, 2000 • Energizer Holdings Inc • Blank checks • Missouri
364-DAY CREDIT AGREEMENT Dated as of March 30, 2000 among RALSTON PURINA COMPANY as the initial Borrower prior to the assignment to and assumption by ENERGIZER HOLDINGS, INC. THE INSTITUTIONS FROM TIME TO TIME PARTIES HERETO AS LENDERS BANK ONE, NA,...364-Day Credit Agreement • April 19th, 2000 • Energizer Holdings Inc • Blank checks
OMNIBUS AMENDMENT NO. 1 TO CREDIT AGREEMENT AND SUBSIDIARY GUARANTYCredit Agreement • September 29th, 2015 • EDGEWELL PERSONAL CARE Co • Perfumes, cosmetics & other toilet preparations • New York
CREDIT AGREEMENT (this “Agreement”) dated as of June 1, 2015 among EDGEWELL PERSONAL CARE COMPANY (formerly known as ENERGIZER HOLDINGS, INC.), the SUBSIDIARY BORROWERS from time to time party hereto, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and BANK OF AMERICA, N.A., THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. and CITIBANK, N.A., as Co-Syndication Agents.
CREDIT AGREEMENT dated as of March 28, 2020 among EDGEWELL PERSONAL CARE COMPANY, as the Borrower, THE LENDERS PARTY HERETO, BANK OF AMERICA, N.A., as Administrative Agent, MUFG BANK, LTD., as Syndication Agent, TD SECURITIES (USA) LLC, GOLDMAN SACHS...Credit Agreement • April 2nd, 2020 • EDGEWELL PERSONAL CARE Co • Perfumes, cosmetics & other toilet preparations • New York
BETWEEN -------Tax Sharing Agreement • February 23rd, 2000 • Energizer Holdings Inc • Blank checks • Missouri
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • February 8th, 2023 • EDGEWELL PERSONAL CARE Co • Perfumes, cosmetics & other toilet preparations
AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of February 6, 2023 (this “Amendment”), among Edgewell Personal Care Company, a Missouri corporation (the “Borrower”), each of the Guarantors party hereto, Bank of America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), and each Issuing Bank and Lender party hereto.
AGREEMENT AND PLAN OF MERGER dated as of July 12, 2007 among ENERGIZER HOLDINGS, INC., ETKM, INC. and PLAYTEX PRODUCTS, INC.Agreement and Plan of Merger • July 13th, 2007 • Energizer Holdings Inc • Miscellaneous electrical machinery, equipment & supplies • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of July 12, 2007 among ENERGIZER HOLDINGS, INC., a Missouri corporation (“Parent”), ETKM, INC., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Subsidiary”) and PLAYTEX PRODUCTS, INC., a Delaware corporation (the “Company”).
Energizer Holdings, Inc. 4.700% Senior Notes due 2022 Underwriting AgreementEnergizer Holdings Inc • May 24th, 2012 • Miscellaneous electrical machinery, equipment & supplies • New York
The Issuer has filed a registration statement (including the Preliminary Prospectus Supplement and the accompanying Prospectus) with the Securities and Exchange Commission, or SEC, for the Offering to which this pricing term sheet relates. Before you invest, you should read the Preliminary Prospectus Supplement and the accompanying Prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and the Offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the Offering will arrange to send you the Preliminary Prospectus Supplement and the accompanying Prospectus if you request it by calling Goldman, Sachs & Co. at 1-866-471-2526 or by emailing prospectus-ny@ny.email.gs.com, J.P. Morgan Securities LLC collect at 1-212-834-4533, or Merrill Lynch, Pierce, Fenner & Smith Incorporated at 1-800-29
EDGEWELL PERSONAL CARE COMPANY, as Issuer, the Guarantors from time to time parties hereto, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of March 8, 2021EDGEWELL PERSONAL CARE Co • March 8th, 2021 • Perfumes, cosmetics & other toilet preparations • New York
NON-QUALIFIED STOCK OPTION -------------------------- ENERGIZER HOLDINGS, INC. (the "Company"), effective September 23, 2002, grants this Non-Qualified Stock Option to _______________ ("Optionee") to purchase a total of _______ shares of Common Stock...Non-Qualified Stock • December 13th, 2002 • Energizer Holdings Inc • Blank checks
CHANGE OF CONTROL ----------------- EMPLOYMENT AGREEMENT -------------------- This Change of Control Employment Agreement (the "Agreement") by and between Energizer Holdings, Inc. (the "Company"), a Missouri corporation, and Joseph E. Lynch...Change of Control • May 15th, 2003 • Energizer Holdings Inc • Miscellaneous electrical machinery, equipment & supplies • Missouri
DEBT ASSIGNMENT, ASSUMPTION AND RELEASE AGREEMENT THIS DEBT ASSIGNMENT, ASSUMPTION AND RELEASE AGREEMENT ("Agreement") is dated effective as of April 1, 2000, by and among RALSTON PURINA COMPANY, a Missouri corporation ("Ralston"), ENERGIZER HOLDINGS,...Assignment, Assumption and Release Agreement • April 19th, 2000 • Energizer Holdings Inc • Blank checks
5-YEAR REVOLVING CREDIT AGREEMENT Dated as of March 30, 2000 among RALSTON PURINA COMPANY as the initial Borrower prior to the assignment to and assumption by ENERGIZER HOLDINGS, INC. THE INSTITUTIONS FROM TIME TO TIME PARTIES HERETO AS LENDERS BANK...Year Revolving Credit Agreement • April 19th, 2000 • Energizer Holdings Inc • Blank checks
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • April 29th, 2016 • EDGEWELL PERSONAL CARE Co • Perfumes, cosmetics & other toilet preparations • New York
CREDIT AGREEMENT (this “Agreement”) dated as of June 1, 2015 among EDGEWELL PERSONAL CARE COMPANY (formerly known as ENERGIZER HOLDINGS, INC.), the SUBSIDIARY BORROWERS from time to time party hereto, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and BANK OF AMERICA, N.A., as Syndication Agent.
2002 RESTRICTED STOCK EQUIVALENT AWARD AGREEMENT Energizer Holdings, Inc. ("Company"), pursuant to its 2000 Incentive Stock Plan (the "Plan"), grants to _______ ("Recipient") a Restricted Stock Equivalent Award of up to 10,000 Company restricted...Restricted Stock Equivalent Award Agreement • December 13th, 2002 • Energizer Holdings Inc • Blank checks
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • February 28th, 2019 • EDGEWELL PERSONAL CARE Co • Perfumes, cosmetics & other toilet preparations • Missouri
This Change of Control Agreement (the “Agreement”) is by and between Edgewell Personal Care Company (the “Company”) and _______________ (“Executive”).
PERFORMANCE RESTRICTED STOCK EQUIVALENT AWARD AGREEMENTPerformance Restricted Stock Equivalent Award Agreement • October 21st, 2011 • Energizer Holdings Inc • Miscellaneous electrical machinery, equipment & supplies • Missouri
In consideration of the mutual covenants contained herein, Energizer Holdings, Inc. (“Company”), and (“Recipient”) hereby agree as follows:
TAX SHARING AGREEMENT ----------------------- BETWEEN ------- RALSTON PURINA COMPANY ---------------------- AND --- ENERGIZER HOLDINGS, INC. ------------------------ THIS AGREEMENT (the "Agreement") dated as of April 1, 2000 is made by and between...Tax Sharing Agreement • April 19th, 2000 • Energizer Holdings Inc • Blank checks • Missouri
RESTRICTED STOCK EQUIVALENT AWARD AGREEMENTRestricted Stock Equivalent Award Agreement • October 21st, 2011 • Energizer Holdings Inc • Miscellaneous electrical machinery, equipment & supplies • Missouri
In consideration of the mutual covenants contained herein, Energizer Holdings, Inc. (“Company”), and (“Recipient”) hereby agree as follows:
ENERGIZER HOLDINGS, INC. Senior Notes $50,000,000 4.90% Senior Notes, Series 2005-A, due September 29, 2008 $50,000,000 4.98% Senior Notes, Series 2005-B, due September 29, 2010 $75,000,000 5.09% Senior Notes, Series 2005-C, due September 29, 2012...Note Purchase Agreement • September 29th, 2005 • Energizer Holdings Inc • Miscellaneous electrical machinery, equipment & supplies • Illinois
RESTRICTED STOCK EQUIVALENT AWARD AGREEMENTRestricted Stock Equivalent Award Agreement • February 8th, 2018 • EDGEWELL PERSONAL CARE Co • Perfumes, cosmetics & other toilet preparations • Missouri
In consideration of the mutual covenants contained herein, Edgewell Personal Care Company (“Company”) and ______________________ (“Recipient”) hereby agree as follows:
AMENDED CHANGE OF CONTROL ------------------------- EMPLOYMENT AGREEMENT -------------------- This Amended Change of Control Employment Agreement (the "Amended Agreement") by and between Energizer Holdings, Inc. (the "Company"), a Missouri...Change Of • December 14th, 2001 • Energizer Holdings Inc • Blank checks • Missouri
