Energizer Holdings, Inc. · NYSE:ENR
Energizer — Merger or Acquisition (January 2018)
19 slides from Energizer's merger presentation, Jan 16, 2018
Slide 1: Energizer to Acquire Spectrum Brands' Global Battery and Portable Lighting Business
Energizer to Acquire Spectrum Brands’ Global Battery and Portable Lighting Business January 16, 2018 Exhibit 99.2
Slide 2: Safe Harbor Statement
1 Safe Harbor Statement Unless the context otherwise requires, references in this presentation to “Energizer,” “we,” “our,” and “the Company” refer to Energizer Holdings, Inc., and its subsidiaries. This presentation contains “forward-looking statements” within the meaning of the Private Securities
Slide 3: Non-GAAP Financial Measures
2 Non-GAAP Financial Measures Non-GAAP financial measures While the Company reports financial results in accordance with accounting principles generally accepted in the U.S. (“GAAP”), this presentation includes non-GAAP measures, including, without limitation, free cash flow, EBITDA and Adjusted EBI
Slide 4: Spectrum Brands' Battery and Portable Lighting Business Represents a Compelling Opportunity
Spectrum Brands’ Battery and Portable Lighting Business Represents a Compelling Opportunity Spectrum Brands’ portfolio complements Energizer’s business Operational Benefits Financial Benefits Broadens product portfolio Expands global presence and international brand portfolio Amplifies both companie
Slide 5: Balanced Approach to Capital Allocation
Balanced Approach to Capital Allocation Maximize Free Cash Flow Reinvest in our Business Return of Capital Selective, Disciplined M&A Deliver Value Our foundation Pillars to our success Relentless focus on delivering value to shareholders, customers and consumers
Slide 6: Spectrum Brands' Business Meets Energizer's Strategic Acquisition Criteria
Spectrum Brands’ Business Meets Energizer’s Strategic Acquisition Criteria Branded household products Complementary business models due to technology and global distribution Leverages Energizer’s core competencies Similar financial profile Customer, channel and geographic alignment Leverage existing
Slide 7: Spectrum Brands' Battery and Portable Lighting Overview
Category Household Batteries Specialty w/ Hearing Aid Lights & Other FY17A Sales (% of Sales) $599mm 69% $195mm 23% $72mm 8% Key Products Brand Geography Primarily U.S. Primarily Europe and Latin America Key Products Spectrum Brands’ Battery and Portable Lighting Overview The acquisition of Spectrum
Slide 8: Brand Vision
Brand Vision Deliver the best batteries at the best value The smart, trusted choice for families everywhere, inspiring peace of mind as it lights, protects, entertains and cares for their everyday moments. Deliver the best batteries at the best value The Energizer® brand challenges and redefines whe
Slide 9: New Combined Business
New Combined Business Product Portfolio Battery Manufacturing Footprint Financials FY17 The new combined business will have a broad portfolio of brands and products, expanded global presence and manufacturing footprint Global Reach Expand presence in a number of attractive international markets Sour
Slide 10: Transaction Highlights
Transaction Highlights Purchase Price $2.0 billion Source of Financing Transaction funded by cash on hand and committed debt financing, expected to consist of new term loan and senior notes Expected pro forma leverage ratio of approximately 5.0x3 FY2018E Adjusted EBITDA Strong free cash flow will al
Slide 11: Spectrum Brands' Battery and Portable Lighting Overview
Spectrum Brands’ Battery and Portable Lighting Overview Net Sales growth driven by visibility gains in the U.S. and strong performance in Europe EBITDA margins driven by consistent top-line performance and an organizational focus on cost improvements 12 Historical Net Sales Performance Historical EB
Slide 12: Pro-Forma Combined Financials
Pro-Forma Combined Financials 13 Sales Adjusted EBITDA1 Free Cash Flow1 Note: Pro Forma Adjusted EBITDA and FCF include $80-100mm of net synergies ~50% Increase ~65% Increase ~55% Increase 1See Non-GAAP reconciliation
Slide 13: Energizer Pro-Forma Business Mix FY2017
Energizer Pro-Forma Business Mix 10 FY2017 Energizer Net Sales by Geography Status Quo Pro Forma FY2017 Energizer Net Sales by Product Status Quo Pro Forma Source: Energizer Internal Financials and Spectrum Brands.
Slide 14: Debt Financing Commitment for the Transaction
Barclays and J.P. Morgan are expected to provide Energizer with a fully debt financed commitment in support of the transaction Initial financing commitment contemplates a pro forma FY2018E First Lien and Total leverage of 2.7x1 and 4.9x1, respectively, consisting of: $400mm Revolving Credit Facility
Slide 15: Next Steps
We expect to file for regulatory clearance in the necessary jurisdictions, including the U.S. Subject to these regulatory approvals, we expect to be able to complete the transaction by the end of calendar 2018. Next Steps
Slide 16: Strategic Merits of Transaction
Strategic Merits of Transaction Brands and products to compete in growing channels like eCommerce Expanded brands and product portfolio to meet more customer and consumer needs Energizer will benefit from presence in higher growth Latin America and enhanced scale in European markets Increases Presen
Slide 17: Q&A
Q&A
Slide 18: Appendix
(eas APPENDIX
Slide 19: Energizer FY 2017 Non-GAAP Reconciliations
Energizer FY 2017 Non-GAAP Reconciliations 6 Net cash from operating activities $ 197.2 Capital expenditures (25.2) Proceeds from sale of assets 27.2 Free Cash Flow $ 199.2 Net earnings $ 201.5 Income tax provision 71.8 Earnings before income taxes $ 273.3 Interest Expense 53.1 Depreciation & amorti
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