8-K
EDGEWELL PERSONAL CARE Co (EPC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 8-K
______________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (date of earliest event reported): September 2, 2020
EDGEWELL PERSONAL CARE COMPANY
(Exact name of registrant as specified in its charter)
| Missouri | 1-15401 | 43-1863181 |
|---|---|---|
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
6 Research Drive, Shelton, Connecticut 06484
(Address of principal executive offices)
203-944-5500
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | EPC | New York Stock Exchange |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | ☐ |
|---|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Introductory Note
As previously disclosed, on August 1, 2020, Edgewell Personal Care Company, a Missouri corporation (the “Company”), through its indirect wholly owned subsidiary Edgewell Personal Care, LLC, a Delaware limited liability company (“EPC LLC”), agreed to acquire Cremo Holding Company, LLC, a California limited liability company (“Cremo”), pursuant to a Membership Interest Purchase Agreement (the “Agreement”), dated as of August 1, 2020, by and among EPC LLC, Cremo, the holders of Cremo’s outstanding membership interests (the “Sellers”), the Joint Holder Representatives named in the Agreement, and, solely for the limited purposes set forth in the Agreement, the Company (the “Acquisition”).
On September 2, 2020 (the “Closing Date”), subject to the terms and conditions of the Agreement, EPC LLC completed the Acquisition for a purchase price of approximately $235 million in cash, subject to customary adjustments.
A description of the Agreement was previously included in the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission on August 4, 2020 (the “August 8-K”) and is incorporated by reference herein. The foregoing descriptions of the Agreement herein and in the August 8-K are only summaries, do not purport to be complete and are qualified in their entirety by reference to the full text of the Agreement.
Item 1.01 Entry into a Material Definitive Agreement.
Credit Facility
As previously disclosed, on April 3, 2020, the Company entered into a senior secured revolving credit facility in an aggregate principal amount of $425 million dated March 28, 2020, by and among the Company and certain subsidiaries of the Company and Bank of America, N.A. (“BofA”), as administrative agent and collateral agent, and the several lenders from time to time party thereto (the “Credit Agreement”). Also, as previously disclosed, in connection with entry into the Credit Agreement, the Company and its material domestic subsidiaries (the “Guarantors”) entered into a Guarantee Agreement with BofA, as collateral agent (the “Guarantee Agreement”) and a Collateral Agreement with BofA, as collateral agent (the “Collateral Agreement”).
In connection with the Acquisition, on the Closing Date, Cremo and Cremo Company, LLC, a California limited liability company and wholly owned subsidiary of Cremo (together with Cremo, the “New Guarantors”), entered into (1) a Supplement No. 1 to the Guarantee Agreement, pursuant to which the New Guarantors agreed to unconditionally guarantee the payment and performance when due of the Guaranteed Obligations of both the Company and the Guarantors, jointly and severally, under the Credit Agreement (the “Guarantee Supplement”) and (2) a Supplement No. 1 to the Collateral Agreement pursuant to which the New Guarantors granted a first-priority security interest in substantially all of their assets, subject to certain exceptions, to secure the Company’s obligations under the Credit Agreement (the “Collateral Supplement”).
Copies of the Guarantee Supplement and the Collateral Supplement are filed with this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively and are incorporated herein by reference. The foregoing summaries of the Guarantee Supplement and the Collateral Supplement are not intended to be complete and are qualified in their entirety by reference to the text of each agreement.
Fourth Supplemental Indenture to 2011 Indenture
In connection with the Acquisition, on the Closing Date, the Company, the New Guarantors, certain other Subsidiaries of the Company party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), entered into a Fourth Supplemental Indenture (the “Fourth Supplemental Indenture”) supplementing the Indenture, dated as of May 19, 2011 (the “Base Indenture”), among the Company, certain subsidiaries of the Company party thereto and the Trustee, as supplemented by (a) the Second Supplemental Indenture, dated as of May 24, 2012 (“Supplemental Indenture No. 2”), relating to the Base Indenture and the issuance of the Company’s 4.700% Senior Notes due 2022 (the “2022 Senior Notes”) and (b) the Third Supplemental Indenture, dated as of April 3, 2020, relating to the Base Indenture and the 2022 Senior Notes (“Supplemental Indenture No. 3”; the Base Indenture as modified by Supplemental Indenture No. 2; and Supplemental Indenture No. 3, the “2022 Indenture”). Pursuant to the Fourth Supplemental Indenture, the New Guarantors agreed to jointly and severally unconditionally guarantee the payment and performance when due of the obligations under the 2022 Indenture and the 2022 Senior Notes.
A copy of the Fourth Supplemental Indenture is filed with this Current Report on Form 8-K as Exhibit 10.3 and is incorporated herein by reference. The foregoing summary of the Fourth Supplemental Indenture is not intended to be complete and is qualified in its entirety by reference to the text of the agreement.
First Supplemental Indenture to 2020 Indenture
In connection with the Acquisition, on the Closing Date, the Company, the New Guarantors and the Trustee entered into a First Supplemental Indenture (the “First Supplemental Indenture”) supplementing the Indenture, dated as of May 22, 2020, among the Company, certain subsidiaries of the Company party thereto and the Trustee (the “2028 Indenture”) relating to the issuance of the Company’s 5.500% Senior Notes due 2028 (the “2028 Senior Notes”). Pursuant to the First Supplemental Indenture, the New Guarantors agreed to jointly and severally unconditionally guarantee the payment and performance when due of the obligations under the 2028 Indenture and the 2028 Senior Notes.
A copy of the First Supplemental Indenture is filed with this Current Report on Form 8-K as Exhibit 10.4 and is incorporated herein by reference. The foregoing summary of the First Supplemental Indenture is not intended to be complete and is qualified in its entirety by reference to the text of the agreement.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
Item 8.01 Other Events.
The information set forth in the Introductory Note above is incorporated by reference into this Item 8.01.
On September 3, 2020, the Company issued a press release announcing the completion of the Acquisition. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
EDGEWELL PERSONAL CARE COMPANY
By: /s/ Marisa Iasenza
Marisa Iasezna
Chief Legal Officer
Dated: September 3, 2020
Document
Exhibit 10.1
SUPPLEMENT NO. 1
TO GUARANTEE AGREEMENT
SUPPLEMENT NO. 1, dated as of September 2, 2020 (this “Supplement”), to the Guarantee Agreement, dated as of April 3, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Guaranty”), by and among Edgewell Personal Care Company, a Missouri corporation (the “Borrower”), each Subsidiary of the Borrower listed on the signature page thereof and each other Subsidiary of the Borrower that became a party thereto after the date thereof (together with the Borrower, the “Existing Guarantors”) and BANK OF AMERICA, N.A., as collateral agent (in such capacity, together with any successor thereto, the “Collateral Agent”) for the Secured Parties.
A. Reference is made to the Credit Agreement dated as of March 28, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, the lenders party thereto from time to time (the “Lenders”) and Bank of America, N.A., as Administrative Agent and Collateral Agent.
B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
C. Each Existing Guarantor has entered into the Guaranty in order to induce the Lenders to make Loans and each Issuing Bank to issue Letters of Credit. Section 12 of the Guaranty provides that additional Subsidiaries may become Subsidiary Guarantors (as defined in the Guaranty) under the Guaranty by execution and delivery of an instrument in the form of this Supplement. Each of the undersigned Subsidiaries of the Borrower (each, a “New Subsidiary”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Subsidiary Guarantor under the Guaranty in order to induce the Lenders to maintain and/or make additional Loans and each Issuing Bank to maintain and/or issue additional Letters of Credit, and as consideration for Loans previously made and Letters of Credit previously issued.
Accordingly, each New Subsidiary agrees as follows:
SECTION 1. In accordance with Section 12 of the Guaranty, such New Subsidiary by its signature below becomes a Subsidiary Guarantor under the Guaranty with the same force and effect as if originally named therein as a Subsidiary Guarantor and such New Subsidiary hereby agrees to all the terms and provisions of the Guaranty applicable to it as a Subsidiary Guarantor thereunder. In furtherance of the foregoing, such New Subsidiary does hereby guarantee to the Collateral Agent for the benefit of the Secured Parties the due and punctual payment of the Guaranteed Obligations (as defined in the Guaranty) as set forth in the Guaranty. Each reference to a “Subsidiary Guarantor” in the Guaranty and in this Supplement shall be deemed to include each New Subsidiary. The Guaranty is hereby incorporated herein by reference.
SECTION 2. Each New Subsidiary represents and warrants (as to itself) to the Collateral Agent and the other Secured Parties that each of the representations and warranties set forth in Section 2 of the Guaranty are true and correct in all respects as of the date hereof.
SECTION 3. This Supplement may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute but one contract. This
A-1
Supplement shall become effective when the Collateral Agent shall have received a counterpart of this Supplement that bears the signature of each New Subsidiary. Delivery of an executed counterpart to this Supplement by facsimile or other electronic transmission shall be as effective as delivery of a manually signed original.
SECTION 4. Except as expressly supplemented hereby, the Guaranty shall remain in full force and effect.
SECTION 5. THIS SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 6. In the event any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Guaranty shall not in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
SECTION 7. All communications and notices hereunder shall be in writing and given as provided in Section 6(d) of the Guaranty.
SECTION 8. Each New Subsidiary agrees to reimburse the Collateral Agent for its reasonable and documented out-of-pocket expenses in connection with this Supplement, including the reasonable and documented fees, disbursements and other charges of counsel to the Collateral Agent.
[remainder of page intentionally left blank; signature page follows]
A-2
IN WITNESS WHEREOF, each New Subsidiary has duly executed this Supplement to the Guaranty as of the day and year first above written.
CREMO HOLDING COMPANY, LLC
By: /s/ Rod Little
Name: Rod Little
Title: President
CREMO COMPANY, LLC
By: /s/ Rod Little
Name: Rod Little
Title: President
[Signature Page to Revolver Guaranty Supplement]
Document
Exhibit 10.2
Supplement to the Collateral Agreement
SUPPLEMENT NO. 1 (this “Supplement”), dated as of September 2, 2020 to the Collateral Agreement dated as of April 3, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Collateral Agreement”), among EDGEWELL PERSONAL CARE COMPANY (the “Borrower”), each Subsidiary Loan Party listed on the signature pages thereof and each other Subsidiary Loan Party that becomes a party thereto after the date thereof (together with the Borrower, the “Pledgors”) and BANK OF AMERICA, N.A., as collateral agent (together with its successors and assigns in such capacity, the “Collateral Agent”) for the Secured Parties.
A. Reference is made to the Credit Agreement, dated as of March 28, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders party thereto from time to time, the Issuing Banks party thereto from time to time, Bank of America, N.A., as Administrative Agent, and the other parties party thereto.
B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Collateral Agreement.
C. The Pledgors have entered into the Collateral Agreement pursuant to the requirements set forth in Section 5.10 of the Credit Agreement. Section 5.16 of the Collateral Agreement provides that additional Subsidiary Loan Parties may become Pledgors under the Collateral Agreement by execution and delivery of an instrument in the form of this Supplement. Each undersigned Subsidiary (each, a “New Subsidiary”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Pledgor under the Collateral Agreement.
Accordingly, each New Subsidiary agrees as follows:
SECTION 1. In accordance with Section 5.16 of the Collateral Agreement, such New Subsidiary by its signature below becomes a Pledgor under the Collateral Agreement with the same force and effect as if originally named therein as a Pledgor and the New Subsidiary hereby (a) agrees to all the terms and provisions of the Collateral Agreement applicable to it as a Pledgor thereunder and (b) makes each of the representations and warranties in the Collateral Agreement solely with respect to itself (with references to the schedules therein being references to the schedules hereto and with references to the Closing Date therein being deemed references to the date hereof) and its assets and Collateral as of the date hereof. Such New Subsidiary represents and warrants that set forth under its signature hereto is the true and correct legal name of such New Subsidiary, its jurisdiction of organization and the location of its chief executive office. In furtherance of the foregoing, such New Subsidiary, as security for the payment and performance in full of the Secured Obligations, does hereby create and grant to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, their successors and assigns, a security interest in and Lien on all of such New Subsidiary’s right, title and interest in and to the Collateral of such New Subsidiary; provided that, for the avoidance of doubt, the Collateral shall not include any Excluded Property or Excluded Securities. Each reference to a “Pledgor” in the Collateral Agreement shall be deemed to include each New Subsidiary. The Collateral Agreement is hereby incorporated herein by reference.
SECTION 2. Each New Subsidiary represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms,
subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.
SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Collateral Agent shall have received a counterpart of this Supplement that bears the signature of each New Subsidiary. Delivery of an executed signature page to this Supplement by facsimile or other electronic transmission shall be as effective as delivery of a manually signed counterpart of this Supplement.
SECTION 4. Each New Subsidiary has attached hereto Schedules II through IV which reflect information relating to the undersigned that would have been required to be disclosed on Schedules II through IV if the undersigned were a party to the Collateral Agreement on the Closing Date, and each of the undersigned hereby certifies, as of the date first above written, that such schedules have been prepared by each of the undersigned in substantially the form of the equivalent schedules to the Collateral Agreement and are complete and correct in all material respects. Schedules II through IV hereto shall supplement Schedules II through IV to the Collateral Agreement.
SECTION 5. Except as expressly supplemented hereby, the Collateral Agreement shall remain in full force and effect.
SECTION 6. THIS SUPPLEMENT AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 7. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Collateral Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
SECTION 8. All communications and notices hereunder shall (except as otherwise expressly permitted by the Collateral Agreement) be in writing and given as provided in Section 5.1 of the Collateral Agreement.
SECTION 9. Each New Subsidiary agrees to reimburse the Collateral Agent for its reasonable and documented out-of-pocket expenses in connection with this Supplement, including the reasonable and documented fees, other charges and disbursements of counsel for the Collateral Agent.
[Signature Page Follows]
IN WITNESS WHEREOF, each New Subsidiary has duly executed this Supplement to the Collateral Agreement as of the day and year first above written.
CREMO HOLDING COMPANY, LLC
By: /s/ Rod Little
Name: Rod Little
Title: President
Address: c/o Edgewell Personal Care Company
6 Research Drive
Shelton, CT 06484
Legal Name: Cremo Holding Company, LLC
Jurisdiction of Formation: California
CREMO COMPANY, LLC
By: /s/ Rod Little
Name: Rod Little
Title: President
Address: c/o Edgewell Personal Care Company
6 Research Drive
Shelton, CT 06484
Legal Name: Cremo Company, LLC
Jurisdiction of Formation: California
[Signature Page to Supplement to Collateral Agreement]
Document
Exhibit 10.3
FOURTH SUPPLEMENTAL INDENTURE
The Fourth Supplemental Indenture, dated as of September 2, 2020 (this “Fourth Supplemental Indenture”), among edgewell personal care company (formerly known as Energizer Holdings, Inc.) (the “Company”), a corporation organized and existing under the laws of the State of Missouri, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking corporation, as trustee (the “Trustee”), CREMO HOLDING COMPANY, LLC, a California limited liability company (the “HoldCo”), CREMO COMPANY, LLC, a California limited liability company (together with the HoldCo, the “New Guarantors”) and each of the other Guarantors party hereto.
RECITALS:
WHEREAS, the Company, certain Subsidiaries of the Company party thereto and the Trustee are parties to the Indenture, dated as of May 19, 2011 (the “Base Indenture” and, as amended, supplemented and otherwise modified on or prior to the date hereof, including by this Fourth Supplemental Indenture, the “Indenture”), relating to the issuance from time to time by the Company of Debt Securities;
WHEREAS, the Company has issued pursuant to the Second Supplemental Indenture, dated as of May 19, 2011 (“Supplemental Indenture No. 2”) its 4.700% Senior Notes due 2022 (the “Existing Notes”) and entered into the Third Supplemental Indenture, dated as of April 3, 2020 with respect to the Existing Notes (“Supplemental Indenture No. 3”, and together with Supplemental Indenture No. 2, the “Existing Supplemental Indentures”);
WHEREAS, Section 5.01 of Supplemental Indenture No. 2 provides that all of the Company’s existing and future Subsidiaries that are guarantors under any of the Company’s credit agreements shall unconditionally guarantee all obligations in respect of the Existing Notes for so long as they remain guarantors under such other indebtedness;
WHEREAS, each New Guarantor is becoming a guarantor under the Company’s credit agreement;
WHEREAS, Section 17.3 of the Base Indenture provides that in order to evidence a Guarantee, a Guarantor shall execute a Guarantee and a supplemental indenture providing for such Guarantee;
WHEREAS, Section 11.1(5) of the Base Indenture provides that the Company, the Guarantors and the Trustee may enter into a supplemental indenture to provide for Guarantees of the Debt Securities of any series; and
WHEREAS, all conditions and requirements of the Indenture necessary to make this Fourth Supplemental Indenture a valid, binding and legal instrument in accordance with its terms have been performed and fulfilled by the parties hereto.
NOW THEREFORE, for and in consideration of the premises and other good and valuable consideration, receipt of which is hereby acknowledged by the parties hereto, the
Company, the New Guarantors, the other Guarantors party hereto and the Trustee agree as follows:
ARTICLE I
NEW GUARANTEES
Section 1.1.Guarantee.
Each New Guarantor hereby agrees to, jointly and severally, unconditionally guarantee (i) the due and punctual payment of the principal of, premium, if any, and interest on the Existing Notes, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of, premium, if any, and interest, if any, on the Existing Notes, to the extent lawful, and the due and punctual performance of all other obligations of the Company to the Holders of Existing Notes or the Trustee all in accordance with the terms set forth in Article XVII of the Base Indenture and (ii) in case of any extension of time of payment or renewal of any Existing Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.
The obligations of each New Guarantor to the Holders of Existing Notes and to the Trustee pursuant to the Guarantee described herein and evidenced by the Indenture are expressly set forth in Article XVII of the Base Indenture and reference is hereby made to such Indenture for the terms of such Guarantee.
ARTICLE II
MISCELLANEOUS
Section 2.1.Capitalized Terms. For purposes of this Fourth Supplemental Indenture:
(a)Capitalized terms used herein without definition shall have the meanings assigned to them in the Base Indenture;
(b)All references to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of the Base Indenture; and
(c)The terms “herein,” hereof,” “hereunder” and other words of similar import refer to this Fourth Supplemental Indenture.
Section 2.2.Trustee Not Responsible for Recitals. The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness.
Section 2.3.Counterparts. This Fourth Supplemental Indenture may be executed in multiple counterparts, by manual or electronic signature, each of which shall be regarded for all purposes as an original and all of which shall constitute but one and the same instrument.
Section 2.4.Governing Law. This Fourth Supplemental Indenture shall be governed by and construed in accordance with, the internal laws of the State of New York, without giving effect to its principles of conflicts of laws.
Section 2.5.Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with the duties imposed on any person by the provisions of Sections 310 to 317, inclusive, of the Trust Indenture Act, the duties imposed by the Trust Indenture Act shall control. If any provision hereof limits, qualifies or conflicts with any provision of the Trust Indenture Act which is automatically deemed to be included in this Fourth Supplemental Indenture by any of the provisions of the Trust Indenture Act, such provision of the Trust Indenture Act shall control. If any provision of this Fourth Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the former provision shall be deemed to apply to this Fourth Supplemental Indenture as so modified or excluded.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed as of the date first above written.
| EDGEWELL PERSONAL CARE COMPANY | |
|---|---|
| By: | /s/ Rod Little |
| Name: Rod Little | |
| Title: President and Chief Executive Officer |
[Signature Page to Fourth Supplemental Indenture (Notes 4.70%)]
NEW GUARANTORS:
| CREMO HOLDING COMPANY, LLC | |
|---|---|
| By: | /s/ Rod Little<br><br>CREMO HOLDING COMPANY, LLC |
| Name: Rod Little | |
| Title: President | |
| CREMO COMPANY, LLC | |
| --- | --- |
| By: | /s/ Rod Little |
| Name: Rod Little | |
| Title: President |
[Signature Page to Fourth Supplemental Indenture (Notes 4.70%)]
EXISTING GUARANTORS:
| EDGEWELL PERSONAL CARE BRANDS, LLC (F/K/A EDGEWELL PERSONAL CARE BRANDS, LLC)<br><br>EDGEWELL PERSONAL CARE, LLC (F/K/A ENERGIZER PERSONAL CARE, LLC)<br><br>PLAYTEX MANUFACTURING, INC.<br><br>PLAYTEX PRODUCTS, LLC<br><br>SUN PHARMACEUTICALS, LLC<br><br>TANNING RESEARCH LABORATORIES, LLC<br><br>EDGEWELL PERSONAL CARE MIDDLE EAST, INC.<br><br>JACK BLACK, L.L.C. | |
|---|---|
| By: | /s/ Rod Little |
| Name: Rod Little | |
| Title: President | |
| SCHICK MANUFACTURING, INC. | |
| --- | --- |
| By: | /s/ John Hill |
| Name: John Hill | |
| Title: President | |
| EDGEWELL PERSONAL CARE TAIWAN LTD. | |
| --- | --- |
| By: | /s/ Eric Oriot |
| Name: Eric Oriot | |
| Title: President |
[Signature Page to Fourth Supplemental Indenture (Notes 4.70%)]
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE
| By: | /s/ Lawrence M. Kusch |
|---|---|
| Name: Lawrence M. Kusch | |
| Title: Vice President |
[Signature Page to Fourth Supplemental Indenture (Notes 4.70%)]
Document
Exhibit 10.4
FIRST SUPPLEMENTAL INDENTURE
The First Supplemental Indenture, dated as of September 2, 2020 (this “First Supplemental Indenture”), among edgewell personal care company (the “Company”), a corporation organized and existing under the laws of the State of Missouri, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking corporation, as trustee (the “Trustee”), CREMO HOLDING COMPANY, LLC, a California limited liability company (the “HoldCo”) and CREMO COMPANY, LLC, a California limited liability company (together with the HoldCo, the “New Guarantors”).
RECITALS:
WHEREAS, the Company, certain Subsidiaries of the Company party thereto and the Trustee are parties to the Indenture, dated as of May 22, 2020 (the “Base Indenture” and, as supplemented by this First Supplemental Indenture, the “Indenture”), relating to the issuance of the Company’s 5.500% Senior Notes due 2028 (the “Existing Notes”);
WHEREAS, Section 4.06 of the Base Indenture provides that, if any Domestic Subsidiary that is a Wholly Owned Subsidiary (including any newly formed or newly acquired Domestic Subsidiary that is a Wholly Owned Subsidiary) that is not a Guarantor guarantees any Material Subject Debt of the Company, then the Company shall cause such Subsidiary to execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary shall unconditionally guarantee all of the Company’s obligations under the Existing Notes and the Base Indenture in accordance with, and subject to the terms of, Article Ten of the Base Indenture;
WHEREAS, each New Guarantor is becoming a guarantor under the Credit Agreement;
WHEREAS, Section 8.01(4) of the Base Indenture provides that the Company and the Trustee may enter into a supplemental indenture to add any guarantees with respect to the Existing Notes; and
WHEREAS, all conditions and requirements of the Indenture necessary to make this First Supplemental Indenture a valid, binding and legal instrument in accordance with its terms have been performed and fulfilled by the parties hereto.
NOW THEREFORE, for and in consideration of the premises and other good and valuable consideration, receipt of which is hereby acknowledged by the parties hereto, the Company, the New Guarantors and the Trustee agree as follows:
ARTICLE I
NEW GUARANTEES
Section 1.1.Guarantee.
Subject to the provisions of Article Ten of the Base Indenture, each New Guarantor hereby agrees to, jointly and severally, unconditionally guarantee to each Holder and the Trustee (i) the due and punctual payment of the principal of and interest on each Existing Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Existing Notes, to the extent lawful, and the due and punctual payment of all obligations of the Company to the Holders or the Trustee all in accordance with the terms of such Existing Note and the Indenture, and (ii) in the case of any extension of time of payment or renewal of any Existing Notes or any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise.
The obligations of each New Guarantor to the Holders and to the Trustee pursuant to the Note Guarantee described herein and evidenced by the Indenture are expressly set forth in Article Ten of the Base Indenture and reference is hereby made to such Base Indenture for the terms of such Note Guarantee.
ARTICLE II
MISCELLANEOUS
Section 2.1.Capitalized Terms. For purposes of this First Supplemental Indenture:
(a)Capitalized terms used herein without definition shall have the meanings assigned to them in the Base Indenture;
(b)All references to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of the Base Indenture; and
(c)The terms “herein,” hereof,” “hereunder” and other words of similar import refer to this First Supplemental Indenture.
Section 2.2.Trustee Not Responsible for Recitals. The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness.
Section 2.3.Counterparts. This First Supplemental Indenture may be executed in multiple counterparts, by manual or electronic signature, each of which shall be regarded for all purposes as an original and all of which shall constitute but one and the same instrument.
Section 2.4.Governing Law. This First Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the date first above written.
| EDGEWELL PERSONAL CARE COMPANY | |
|---|---|
| By: | /s/ Rod Little |
| Name: Rod Little | |
| Title: President and Chief Executive Officer |
[Signature Page to First Supplemental Indenture (Notes 5.50%)]
NEW GUARANTORS:
| CREMO HOLDING COMPANY, LLC | |
|---|---|
| By: | /s/ Rod Little |
| Name: Rod Little | |
| Title: President | |
| CREMO COMPANY, LLC | |
| --- | --- |
| By: | /s/ Rod Little |
| Name: Rod Little | |
| Title: President |
[Signature Page to First Supplemental Indenture (Notes 5.50%)]
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE
| By: | /s/ Lawrence M. Kusch |
|---|---|
| Name: Lawrence M. Kusch | |
| Title: Vice President |
[Signature Page to First Supplemental Indenture (Notes 5.50%)]
Document
Exhibit 99.1
 |
Edgewell Personal Care Company<br>6 Research Drive<br>Shelton, Conn 06484 |
|---|---|
| FOR IMMEDIATE RELEASE |
Edgewell Personal Care Announces Closing of Acquisition of CREMO Company
SHELTON, Conn., – September 3, 2020 – Edgewell Personal Care Company (NYSE: EPC) today announced the closing of its previously announced acquisition of CREMO, a premier men's grooming company in the U.S. The closing follows the Federal Trade Commission’s approval of the transaction on August 26, 2020
Rod Little, Edgewell's President and Chief Executive Officer, stated, “We are very pleased to complete the acquisition of CREMO, which adds one of the strongest and most rapidly expanding brands in men's grooming to our business. The men's grooming category remains a strategic focus for Edgewell and this acquisition will help us accelerate growth and strengthen our position in the fastest growing categories in men's grooming.”
Perella Weinberg Partners LP acted as financial advisor and Wachtell Lipton Rosen & Katz acted as legal counsel to Edgewell on the transaction.
About Edgewell
Edgewell is a leading pure-play consumer products company with an attractive, diversified portfolio of established brand names such as Schick® and Wilkinson Sword® men's and women's shaving systems and disposable razors; Edge® and Skintimate® shave preparations; Playtex®, Stayfree®, Carefree® and o.b.® feminine care products; Banana Boat®, Hawaiian Tropic®, Bulldog®, Jack Black® and CREMO® sun and skin care products; and Wet Ones® moist wipes. The Company has a broad global footprint and operates in more than 50 markets, including the U.S., Canada, Mexico, Germany, Japan, the U.K. and Australia, with approximately 6,000 employees worldwide.
Forward-Looking Statement
This document contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. You should not place undue reliance on these statements. Forward-looking statements generally can be identified by the use of words or phrases such as "believe," "expect," "expectation," "anticipate," "may," "could," "intend," "belief," "estimate," "plan," "target," "predict," "likely," "will," "should," "forecast," "outlook," or other similar words or phrases. These statements are not based on historical facts, but instead reflect the Company's expectations, estimates or projections concerning future results or events, including, without limitation, the future earnings and performance of Edgewell or any of its businesses. Many factors outside our control (including the ongoing COVID-19 outbreak), could affect the realization of these estimates. These statements are not guarantees of
performance and are inherently subject to known and unknown risks, uncertainties and assumptions that are difficult to predict and could cause the Company's actual results to differ materially from those indicated by those statements. The Company cannot assure you that any of its expectations, estimates or projections will be achieved. The forward-looking statements included in this release are only made as of the date of this release and the Company disclaims any obligation to publicly update any forward-looking statement to reflect subsequent events or circumstances, except as required by law.
In addition, other risks and uncertainties not presently known to the Company or that it presently considers immaterial could significantly affect the accuracy of any such forward-looking statements. Risks and uncertainties include those detailed from time to time in the Company's publicly filed documents, including in Item 1A. Risk Factors of Part I of the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on November 26, 2019 and in Item 1A. Risk Factors of Part II of the Company's Quarterly Report on Form 10-Q filed with the SEC on May 7, 2020.
Contacts for Edgewell Personal Care
Investors:
Chris Gough
Edgewell Personal Care
+1 203-944-5706
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