QUANTUMONLINE.COM SECURITY DESCRIPTION: Energizer Holdings, Inc., 7.50% Series A Mandatory Cumulative Convertible Preferred Stock, liquidation preference $100 per share. The preferred shares are mandatorily convertible on 1/15/2022 into a variable number of Energizer Holdings, Inc. (NYSE: ENR) common shares based on the then current price of the common shares for 20 consecutive trading days immediately prior to the conversion date. The conversion settlement rate will be 1.7892 shares per unit if the then current market price is equal to or greater than $55.89 and 2.1739 shares per unit if the market price is equal to or less than $46.00. For market prices between those values the settlement rate will be $100 divided by the market value. The last reported sale price of the common stock on 1/15/2019 was $46.82 per share. The preferred shares are convertible any time at the holder’s option into 1.7892 shares of common stock.
Distributions of 7.50% per annum ($7.50 per annum or $0.1875 per quarter) will be paid quarterly on 1/15, 4/15, 7/15 & 10/15 to holders of record on the record date that will be 1/1, 4/1, 7/, & 10/1 respectively (NOTE: the ex-dividend date is one business day prior to the record date).
Dividends paid by this preferred are eligible for a preferential income tax rate of 15% to a maximum of 20% depending on the holder's tax bracket (and under normal holding restrictions) and are also eligible for the dividends received deduction for corporate holders (see page S-154 of the prospectus for further information).
If a Fundamental Change occurs such shares of the Preferred Stock will be converted into shares of the issuer's common stock at the Fundamental Change Conversion Rate and the holder will also be entitled to receive a Fundamental Change Dividend Make-whole Amount and Accumulated Dividend Amount (see prospectus for further information). The issuer expects to enter into one or more privately negotiated capped call option transactions with the option counterparties which is designed to reduce the potential dilution upon any conversion of the Mandatory Convertible Preferred Stock (see prospectus for further information}. If an Acquisition Termination Event occurs and the issuer does not consummate the Auto Care Acquisition, the issuere will have the option to redeem the Preferred Stock at the redemption amount if the consummation of the Auto Care Acquisition has not occurred on or prior to 7/31/2019 (see prospectus for further information).
This security was not rated by Moody’s or S&P at the time of its IPO. In regard to the payment of dividends and upon liquidation, the preferred shares rank junior to the company's senior debt, equally with other preferreds of the company, and senior to the common shares of the company. See the IPO prospectus for further information on the mandatory convertible preferred stock and their mandatory conversion provisions by clicking on the ‘Link to IPO Prospectus’ provided below.
