Energizer Holdings, Inc. (NYSE:ENR) entered into a definitive agreement to acquire Global Battery and Lighting Business from Spectrum Brands Legacy, Inc. for $2 billion on January 15, 2018. The purchase consideration is to be paid in cash. Consideration is subject to purchase price adjustments including working capital and closing net indebtedness adjustments. Energizer will also assume certain liabilities of the acquired businesses. Energizer amended the agreement with Spectrum where it will divest the Europe-based Varta consumer battery business. Spectrum has agreed to share in any decline in value on the sale of the European Varta consumer battery business below the targeted sales price, up to a maximum of $200 million. The transaction will be funded through a combination of existing cash on hand of $250 million and committed debt facilities, expected to consist of a new term loan and senior notes. Energizer Holdings have obtained debt financing commitments from Barclays Bank PLC and JP Morgan Chase Bank, N.A. which includes $1,640 million senior secured first lien term loan facility, $400 million senior secured first lien revolving credit facility and senior unsecured bridge loans in an aggregate principal amount of up to $720 million. As of June 21, 2018, the transaction has been financed through $500 million senior notes by its wholly-owned subsidiary, Energizer Gamma Acquisition, Inc. and $754.0585 million (€650 million) by its indirect wholly-owned subsidiary, Energizer Gamma Acquisition B.V. The agreement contains certain termination rights, including the right of either party to terminate the agreement if the acquisition has not occurred on or before July 15, 2019. Further, if the acquisition has not been consummated by the termination date and all conditions precedent to Energizer’s obligation to consummate the acquisition have otherwise been satisfied except for one or more of the antitrust conditions, then Energizer would be required to pay Spectrum Brands a termination fee of $100 million. The transaction price represents a multiple of 7.5 times Fiscal 2017 EBITDA, net of tax benefits with a net present value of approximately $100 million and including estimated run-rate synergies of $80 million to $100 million and the costs to achieve. The business generated revenue and EBITDA of $866 million and $169 million, respectively in the year 2017. Energizer will make offers of employment to the employees of acquired business contingent upon customary assignment of inventions, work made for hire, non-disclosure, non-solicitation and non-competition agreements. The transaction is subject to expiration or termination of required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act, seller shall have obtained and delivered to purchaser the lease consent, receipt of certain other antitrust approvals in certain specified foreign jurisdictions, execution of ancillary agreements including assignment and assumption agreement, the bill of sale, the IP assignment agreement, the transition services agreement and the reverse transition services agreement, no restraints in jurisdictions that collectively account for 10% or more of the net sales of the business in fiscal year 2017 and regulatory approvals. As on August 9, 2018 Australian Competition and Consumer Commission approved the transaction. The transaction is expected to close prior to the end of calendar 2018. As of March 29, 2018, the anti-trust waiting period expired and the transaction is expected to close in second half of 2018. As of November 15, 2018, the transaction is expected to close in the beginning of 2019. As of December 11, 2018, the transaction received clearance from the European Commission. The deal has now received all outstanding approvals necessary to complete the transaction and expect to close the transaction in January 2019. In addition, Energizer and Spectrum Brands have already obtained approval of the transaction in the United States, Australia, and Colombia. Spectrum Brands expects to use the net cash proceeds after tax and transaction costs to reduce debt, reinvest in its core businesses both organically and through bolt-on acquisitions, and repurchase shares. The transaction is expected to deliver modest accretion to its adjusted earnings per share and free cash flow in the first year, excluding one-time transaction and integration costs, and will achieve additional favorable accretive impacts following our realization of targeted synergies. Erwin Van Der Voort and Amir Emani of RBC Capital Markets acted as financial advisor and Sarkis Jebejian, Clement Smadja, Lisa Phua, Michelle Miao, Dean Shulman, Benjamin Schreiner, Matthew Reilly, Marin Boney, Paula Riedel, Suhan Shim, Ross Leff, Seth Traxler, David MacDonald and Jonathan L. Davis of Kirkland & Ellis LLP acted as legal advisors to Spectrum Brands. Barclays acted as financial advisor and Cal Smith III, Norman Armstrong Jr., Richard Elliott Tapp, Jeffrey S. Spigel, Robert Benson, Sawyer Duncan, Mathew Saur, Will Jordan, Audrey Rogers, Zack Peffer, John Carroll, Brian Meiners, Hap Shashy, John Sweet, Ariana Wallizada, Carrie Ratliff, Zack Davis, Sam Choy, Ellen Sueda, Ryan Gorman, Cheryl Sabnis, Joe Akrotirianakis, Scott Mario, Jona McCormick, Scott Petty, Richard Groos, Sheri Hunter, Kent Jordan, Larry Slovensky, Benjamin Watson, Jason Jones, Laura Bennett, Mike Taylor, Patrick Togni, Elizabeth Owerbach, Adam Sowatzka, Stephen McCullers, Dave Powell, Taryn Reynolds, Natalie Whitaker, Ellen Snare and Ben Snyder of King & Spalding acted as legal advisor to Energizer Holdings. O’Melveny & Myers LLP acted as legal advisor for RBC Capital Markets. Alan Zoccolillo, Darcy Down, Carole Spink, Chris Guldberg, John Watson and Kathryn Johnston of Baker McKenzie also provided legal advice to Spectrum Brands Holdings. Marc Besen and Ulrich A. Preffer of Clifford Chance acted as legal advisor to Spectrum Holdings, Inc. Daniela Seeliger, Gerwin Van Gerven, Thomas Elkins, André Scheidtmann, Birthe Rosenberg, Jonas Koponen, Nick Peristerakis, Isabel Rooms, Marine Dewaele, Matilde Lucrezia Faglia and Thomas Reyntjens of Linklaters acted as legal advisor to Energizer Holding Inc. Monica Holland, Benjamin Cheng, Sanders Witkow, Vanessa L. Jackson, Mehak Rashid, Ilona C. Potiha, Madeleine Vella, Michael Kaplan, Yasin Keshvargar and Heita Miki of Davis Polk advised the administrative agent and the joint lead arrangers in connection with the financing of Energizer Holdings, Inc Energizer Holdings, Inc. (NYSE:ENR) completed the acquisition of Global Battery and Lighting Business Spectrum Brands Legacy, Inc. on January 2, 2019. The final purchase price will be subject to working capital and other typical closing adjustments.