Business Context and Reporting Period
This Form 8-K Current Report was filed by Energizer Holdings, Inc. on January 13, 2022. The filing addresses a corporate event regarding the mandatory conversion of the company's Series A Mandatory Convertible Preferred Stock.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, or debt levels. The primary financial data points relate to the capital structure adjustment:
- Preferred Stock Dividend: A final quarterly cash dividend of $1.875 per share is payable on January 15, 2022, to shareholders of record as of January 1, 2022.
- Conversion Rate: 2.1739 shares of Common Stock for each share of Preferred Stock.
- Share Issuance: Approximately 4.7 million shares of Common Stock will be issued upon conversion.
Material Changes
The material change reported is the automatic conversion of all outstanding shares of the 7.50% Series A Mandatory Convertible Preferred Stock into Common Stock. This conversion is scheduled to occur on January 18, 2022. Following this date, the Preferred Stock will be delisted from the New York Stock Exchange, and all associated rights, including dividend rights, will terminate.
Outlook and Management Commentary
Management notes that no action is required by holders of the Preferred Stock to effect the conversion. Cash will be paid in lieu of any fractional shares of Common Stock resulting from the conversion. The filing does not contain forward-looking guidance, risk factors, or commentary on unusual items beyond the mechanics of this specific capital event.
Investor Verification Checklist
- Verify the record date of January 1, 2022, to confirm eligibility for the final $1.875 per share dividend.
- Confirm the conversion date of January 18, 2022, for the exchange of Preferred Stock into Common Stock.
- Monitor the delisting of the Series A Preferred Stock (ENR PRA) from the New York Stock Exchange following the conversion.
- Review the impact of the issuance of approximately 4.7 million new Common Stock shares on total share count and potential dilution.