Item 1.01. Entry into a Material Definitive Agreement.



On January 7, 2021, Energizer Holdings, Inc. (the "Company"), certain of its
subsidiaries, as guarantors, JPMorgan Chase Bank, N.A., as administrative agent
(the "Administrative Agent"), and the lenders party thereto entered into the
Incremental Term Loan Amendment No. 1 (the "Amendment"). The Amendment modifies
the Company's existing credit agreement dated as of December 22, 2020 to, among
other things, borrow an incremental $650,000,000 term loan thereunder (the
"Incremental Term Loan"). The Incremental Term Loan has the same interest rate,
maturity date, amortization schedule, collateral and other terms as the
Company's existing term loan. The Company will use the proceeds of the
Incremental Term Loan to redeem its 7.750% Senior Notes due 2027 issued under
the Indenture dated as of January 28, 2019, among the Company, as issuer, and
The Bank of New York Mellon Trust Company, N.A. as trustee, to pay fees and
expenses incurred in connection with transactions contemplated by the Amendment
and for general corporate purposes.

The foregoing description of the Amendment is not complete and is subject to,
and qualified in its entirety by reference to, such agreement, a copy of which
is filed with this Current Report on Form 8-K as Exhibit 10.1 and is
incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are attached hereto:



Exhibit Number.             Description of Exhibit

  10.1                      Incremental Term Loan Amendment No. 1 dated

January 7, 2021, by and among

Energizer Holdings, Inc., certain of its

subsidiaries, as guarantors,

JPMorgan Chase Bank, N.A., as administrative

agent, and the lenders party


                            thereto.

101                         Pursuant to Rule 406 of Regulation S-T, the cover page information is
                            formatted in iXBRL (Inline eXtensible Business Reporting Language).

104                         Cover Page Interactive Data File, formatted in iXBRL

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