Energizer Holdings, Inc. (NYSE:ENR) Files An 8-K Other Events
Item 8.01. Other events.

As previously reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on January 16, 2018, Energizer Holdings, Inc. (the “Company”) entered into a definitive acquisition agreement with Spectrum Brands Holding, Inc., to acquire their global battery, lighting and portable power business (the "Acquired Business"), for a total purchase price of $2,000.0 million in cash, subject to certain purchase price adjustments (the "Acquisition"). The Company is not currently required to file on a Current Report on Form8-Kthe historical financial statements of the Acquired Business to Article3-05of RegulationS-Xunder the Securities Act of 1933, as amended (“RegulationS-X”),or furnish pro forma financial information giving effect to the Acquisition to Article 11 of RegulationS-Xor Rule8-05of RegulationS-X.Nonetheless,the Company is filing such historical financial statements and such pro forma financial information to aid investor understanding, and such data is expected to be incorporated by reference into one or more registration statements filed or to be filed by the Company.

The audited annual combined financial statements of the Acquired Business as of September 30, 2017 and 2016 and for the fiscal years ended September 30, 2017, 2016 and 2015, and the notes related thereto, as well as the unaudited interim combined financial statements of the Acquired Business as of April 1, 2018 and for the six month periods ended April 1, 2018 and April 2, 2017, and the notes related thereto, are filed as Exhibits 99.1 hereto and incorporated by reference herein.

The unaudited pro forma condensed combined balance sheet of the Company as of March 31, 2018, and the unaudited pro forma condensed combined statement of earnings of the Company for the fiscal year ended September 30, 2017 and for the six month periods ended March 31, 2018 and 2017, in each case giving effect to the Acquisition, are filed as Exhibit 99.2 hereto and incorporated by reference herein.

This financial information should be read in conjunction with the Company’s financial statements and accompanying notes, including the Company’s Annual Report on Form 10-K for the year ended September 30, 2017, filed with the SEC on November 14, 2017, the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed with the SEC on May 2, 2018, as well as the Acquired Business' audited annual combined financial statements of the Acquired Business as of September 30, 2017 and 2016 and for the fiscal years ended September 30, 2017, 2016 and 2015, and the notes related thereto, as well as the unaudited interim combined financial statements of the Acquired Business as of April 1, 2018 and for the six month periods ended April 1, 2018 and April 2, 2017, and the notes related thereto, which is filed as Exhibit 99.1.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statement as defined in the Securities Exchange Act of 1934, as amended, and is subject to the safe harbors created therein. The forward-looking statements contained herein include, but are not limited to, statements about the expectation of creation of synergies. Factors that could cause actual events to differ materially from those anticipated include, without limitation: (i) our ability to close the Acquisition on the contemplated terms, which may be delayed or may not close at all due to the

failure to obtain required regulatory approvals, or satisfy other closing conditions, (ii) our ability to realize the projected results of the Acquisition, including our ability to promptly and effectively integrate the Acquired Business after the Acquisition has closed, and (iii) such additional matters described under “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q.

Item 9.01. Financial Statements and Exhibits.

ENERGIZER HOLDINGS, INC. Exhibit
EX-23.1 2 a231kpmgconsent.htm EXHIBIT 23.1 Exhibit Exhibit 23.1Consent of Independent AuditorsWe consent to the incorporation by reference in the registration statement (No. 333-205373) on Form S-8 of Energizer Holdings,…
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About Energizer Holdings, Inc. (NYSE:ENR)

Energizer Holdings, Inc. is a manufacturer, marketer and distributor of household batteries, specialty batteries and lighting products. The Company is a designer and marketer of automotive fragrance and appearance products. It operates through four geographic segments: North America, which consists of the United States and Canada; Latin America, which includes its markets in Mexico, the Caribbean, Central America and South America; Europe, the Middle East and Africa (EMEA), and Asia Pacific, which consists of its markets in Asia, Australia and New Zealand. The Company offers batteries using lithium, alkaline, carbon zinc, nickel metal hydride, zinc air and silver oxide constructions. These products are sold under the Energizer and Eveready brands in the performance, premium and price segments and include primary, rechargeable, specialty and hearing aid products. It manufactures, distributes and markets lighting products, including headlights, lanterns, kid’s lights and area lights.