ENERGIZER HOLDINGS, INC. 1,875,000 Shares of 7.50% Series A Mandatory Convertible Preferred Stock Underwriting AgreementUnderwriting Agreement • January 18th, 2019 • Energizer Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
Energizer Holdings, Inc., a Missouri corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 1,875,000 shares of 7.50% Series A Mandatory Convertible Preferred Stock, par value $ 0.01 per share, with an initial liquidation preference of $100.00 per share (the “Preferred Stock”) of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 281,250 shares of Preferred Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The Preferred Stock will be convertible into a variable number of shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”). Such shares of Common Stock into which the Shares are convertible are hereinafter referred to as the “Conversion Shares.”
