Energizer 2009 Annual Report Download - page 42

PAGE 40 ENERGIZER HOLDINGS INC. 2009 ANNUAL REPORT
The counterparties to long-term committed borrowings consist of
a number of major international financial institutions. The Company
continually monitors positions with, and credit ratings of, counterparties
both internally and by using outside ratings agencies. The Company
has staggered long-term borrowing maturities through 2017 to reduce
refinancing risk in any single year and to optimize the use of cash flow
for repayment.
Aggregate maturities on long-term debt at September 30, 2009 are as
follows: $101.0 in 2010, $266.0 in 2011, $231.0 in 2012, $701.5 in
2013, $190.0 in 2014 and $900.0 thereafter. At this time, the Company
intends to repay only scheduled debt maturities over the course of the
next fiscal year with the intent to preserve committed liquidity.
12. Preferred Stock
The Company’s Articles of Incorporation authorize the Company to
issue up to 10 million shares of $0.01 par value of preferred stock.
During the three years ended September 30, 2009, there were no
shares of preferred stock outstanding.
13. Shareholders’ Equity
On May 20, 2009, the Company completed the sale of an additional
10.925 million shares of common stock for $49.00 per share. Net
proceeds from the sale of the additional shares were $510.2. The
Company used $275 of the net proceeds to complete the purchase
of the shave preparation brands on June 5, 2009 and used $100 to
repay private placement notes, which matured on June 30, 2009. The
remaining proceeds have contributed significantly to the increase in
cash on hand at September 30, 2009 and the repayment of an addi-
tional $200 of private placement notes on September 30, 2009.
On March 16, 2000, the Board of Directors declared a dividend of
one share purchase right (Right) for each outstanding share of ENR
common stock. Each Right entitles a shareholder of ENR stock to
purchase an additional share of ENR stock at an exercise price of
$150.00, which price is subject to anti-dilution adjustments. Rights,
however, may only be exercised if a person or group has acquired, or
commenced a public tender for 20% or more of the outstanding ENR
stock, unless the acquisition is pursuant to a tender or exchange offer
for all outstanding shares of ENR stock and a majority of the Board of
Directors determines that the price and terms of the offer are adequate
and in the best interests of shareholders (a Permitted Offer). At the time
that 20% or more of the outstanding ENR stock is actually acquired
(other than in connection with a Permitted Offer), the exercise price of
each Right will be adjusted so that the holder (other than the person
or member of the group that made the acquisition) may then purchase
a share of ENR stock at one-third of its then-current market price. If
the Company merges with any other person or group after the Rights
become exercisable, a holder of a Right may purchase, at the exercise
price, common stock of the surviving entity having a value equal to
twice the exercise price. If the Company transfers 50% or more of its
assets or earnings power to any other person or group after the Rights
become exercisable, a holder of a Right may purchase, at the exercise
price, common stock of the acquiring entity having a value equal to
twice the exercise price.
The Company can redeem the Rights at a price of $0.01 per Right at
any time prior to the time a person or group actually acquires 20% or
more of the outstanding ENR stock (other than in connection with a
Permitted Offer). In addition, following the acquisition by a person or
group of at least 20%, but not more than 50% of the outstanding ENR
stock (other than in connection with a Permitted Offer), the Company
may exchange each Right for one share of ENR stock. The Company’s
Board of Directors may amend the terms of the Rights at any time prior
to the time a person or group acquires 20% or more of the outstanding
ENR stock (other than in connection with a Permitted Offer) and may
amend the terms to lower the threshold for exercise of the Rights. If the
threshold is reduced, it cannot be lowered to a percentage that is less
than 10% or, if any shareholder holds 10% or more of the outstanding
ENR stock at that time, the reduced threshold must be greater than
the percentage held by that shareholder. The Rights will expire
on April 1, 2010.
At September 30, 2009, there were 300 million shares of ENR stock
authorized, of which approximately 3.1 million shares were reserved for
issuance under the 2000 Incentive Stock Plan and 0.3 million shares
were reserved for issuance under the 2009 Incentive Stock Plan.
Beginning in September 2000, the Company’s Board of Directors has
approved a series of resolutions authorizing the repurchase of shares
of ENR common stock, with no commitments by the Company to
repurchase such shares. On July 24, 2006, the Board of Directors
approved the repurchase of up to an additional 10 million shares and
8 million shares remain under such authorization as of September 30,
2009. There were no shares repurchased during fiscal year 2009.
Notes to Consolidated Financial Statements
(Dollars in millions, except per share and percentage data)