EDGEWELL PERSONAL CARE COMPANY

Transcription

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): January 18, 2018 EDGEWELL PERSONAL CARE COMPANY (Exact name of registrant as specified in its charter) Missouri (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.) 1350 Timberlake Manor Parkway, Chesterfield, Missouri (Address of principal executive offices) (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ( of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ( b-2 of this chapter). Emerging growth company o If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

2 Item 8.01 Other Events Edgewell Personal Care Company issued a press release on January 18, 2018 announcing its agreement to acquire Jack Black, L.L.C., a leading U.S. based luxury men s skincare products company. A copy of this press release is included as Exhibit 99.1 to this Form 8-K. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press Release of Edgewell Personal Care Company issued on January 18, SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. Dated: January 19, 2018 EDGEWELL PERSONAL CARE COMPANY By: /s/manish R. Shanbhag Manish R. Shanbhag Chief Legal Officer

3 Exhibit No. Description 99.1 Press Release of Edgewell Personal Care Company issued on January 18, 2018.

4 FORIMMEDIATERELEASE January 18, 2018 Edgewell Personal Care 1350 Timberlake Manor Parkway St. Louis, MO Edgewell Personal Care Announces Agreement to Acquire Jack Black, L.L.C. ST. LOUIS, January 18, Edgewell Personal Care Company (NYSE: EPC) announced today an agreement to acquire Jack Black, L.L.C., a leading U.S. based luxury men s skincare products company. Founded in Dallas, TX in 2000, Jack Black was an early pioneer and innovator in the growing men s skincare industry and today is the #1 brand in the U.S. men s prestige skincare market.* Addressing men s every day personal care needs, the brand offers a full range of products including skincare, body care, shaving, hair care, fine fragrance, razors, and gift sets. Jack Black s largest markets are in the U.S. and Canada, where it is a top selling brand at retailers such as Nordstrom, ULTA Beauty, Neiman Marcus, Bloomingdale s, Dillard s and Sephora. Additionally, Jack Black boasts industry-leading ecommerce growth and penetration via the online platforms of its prestige retail partners, Amazon Luxury Beauty, and its own website, getjackblack.com. As a challenger company in men s grooming, Edgewell has continuously pressed beyond category conventions to bring unique solutions and innovation, such as Schick Hydro and Bulldog skincare, to satisfy men s everyday grooming needs, said Colin Hutchison, Edgewell s Chief Operating Officer. Similarly, Jack Black is a breakthrough brand, driving the growth of the luxury men s category through product innovation and cultivation of a highly engaged, loyal and growing customer base. The Jack Black brand is a strong and complementary addition to Edgewell s portfolio based on its unique brand positioning, prestige channel footprint, and product assortment. This acquisition creates opportunities to expand our personal care portfolio in growing categories in the U.S. and globally, while nurturing the strong brand equity that the Jack Black founders have developed. We are delighted to be joining Edgewell s family of brands. This is an excellent home for Jack Black, and we look forward to continuing to drive strong growth in North America and expanding our global presence. said Curran Dandurand, CEO of Jack Black. We ve built our leadership position in the U.S. by providing superior skin care products using the best ingredients, that work as advertised, and are never tested on animals. We re very excited about the future and about sharing our products with more people throughout the world. Terms of the transaction were not disclosed. The transaction is expected to close in the second quarter of The acquisition is subject to customary closing conditions, including U.S. antitrust clearance. The transaction will be funded from operating cash and is expected to be EPS neutral in fiscal Edgewell will discuss the acquisition in further detail on its earnings call scheduled for February 8, Moelis & Company served as financial advisor to Edgewell. Piper Jaffray & Co. served as financial advisor to Jack Black, L.L.C. *Source: The NPD Group, Inc./Beauty Trends US Prestige Skincare Retail Dollar Sales, January 2016-December 2016.

5 About Edgewell Personal Care Edgewell is a leading pure-play consumer products company with an attractive, diversified portfolio of established brand names such as Schick and Wilkinson Sword men's and women's shaving systems and disposable razors; Edge and Skintimate shave preparations; Playtex, Stayfree, Carefree and o.b. feminine care products; Banana Boat and Hawaiian Tropic sun care products; Playtex infant feeding, Diaper Genie ; Bulldog male skincare and grooming products; and Wet Ones moist wipes. The Company has a broad global footprint and operates in more than 50 markets, including the U.S., Canada, Mexico, Germany, Japan and Australia, with approximately 6,000 employees worldwide. About Jack Black, L.L.C. Founded in Dallas, TX in 2000 by Curran Dandurand, Jeff Dandurand and Emily Dalton, Jack Black, L.L.C. is the leading provider of men s prestige grooming and skin care products. Jack Black products are created with a simple commitment to our customers: Nothing complicated. Nothing cosmetic. Just superior skincare. Fragrance-free, colorant-free, cruelty-free, sulfate-free, and dermatologist-tested, Jack Black products take an honest, effective approach to helping you look and feel your best. Chris Gough Vice President, Investor Relations (203)