IRVINGTON, N.Y.--(BUSINESS WIRE)--Jan. 24, 2012--
Prestige Brands Holdings, Inc. (NYSE: PBH) (the “Company”) announced
today that its wholly-owned subsidiary, Prestige Brands, Inc. (“Prestige
Brands”), has priced an offering of $250 million in aggregate principal
amount of 8.125% senior notes due 2020 (the “Notes”). The sale of the
Notes is expected to be completed on or about January 31, 2012, subject
to customary closing conditions. At such time, subject to customary
closing conditions, the Company expects to complete the previously
announced acquisition of certain North American over-the-counter
healthcare brands owned by GlaxoSmithKline plc and its affiliates (the
“GSK Brands Acquisition”), to enter into new senior secured credit
facilities (including a new term loan facility) and secure Prestige
Brands’ existing 8.25% Senior Notes due 2018 ratably with the new term
loan facility.
The Notes will be senior unsecured obligations of Prestige Brands and
will be guaranteed by the Company and certain of its domestic
subsidiaries. The Company intends to use the net proceeds from the
offering, together with borrowings under the new senior secured credit
facilities, to finance the GSK Brands Acquisition, to repay its existing
senior secured credit facilities, to pay fees and expenses incurred in
connection with these transactions and for general corporate purposes.
The Notes and related guarantees are being offered only to qualified
institutional buyers in reliance on Rule 144A under the Securities Act
of 1933, as amended or, outside the United States, to persons other than
“U.S. persons” in compliance with Regulation S under the Securities Act.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy the Notes and related guarantees. Any
offers of the Notes and related guarantees will be made only by means of
a private offering memorandum. The Notes and related guarantees have not
been registered under the Securities Act, or the securities laws of any
other jurisdiction, and may not be offered or sold in the United States
without registration or an applicable exemption from registration
requirements.
Forward-Looking Statements
This news release contains “forward-looking statements” within the
meaning of the federal securities laws and is intended to qualify for
the safe harbor from liability established by the Private Securities
Litigation Reform Act of 1995. “Forward-looking statements” generally
can be identified by the use of the forward-looking terminology such as
“assumptions,” “target,” “guidance,” “outlook,” “plans,” “projection,”
“may,” “will,” “would,” “expect,” “intend,” “estimate,” “anticipate,”
“believe,” “potential,” “continue,” (or the negative of other
derivatives of each of these terms) or similar terminology. The
“forward-looking statements” include, without limitation, statements
regarding our acquisition of the GSK Brands and Prestige Brands, Inc.’s
issuance of the Notes and the entry into the new senior secured bank
facilities. These statements are based on management’s estimates and
assumptions with respect to future events, which include uncertainty as
to our ability to consummate the offering of the Notes, failure to
realize the anticipated benefits of the acquisition of the GSK Brands,
including as a result of a delay in completing the acquisition of the
GSK Brands or a delay or difficulty in integrating the GSK Brands, the
expected amount and timing of cost savings and operating synergies,
current capital and debt market conditions, the Company’s ability to
obtain new debt financing on acceptable terms and the anticipated use of
proceeds from the proposed offering, which estimates are believed to be
reasonable, though are inherently uncertain and difficult to predict.
Actual results could differ materially from those projected as a result
of certain factors. A discussion of factors that could cause actual
results to vary is included in the Company’s Annual Report on Form 10-K
and other periodic reports filed with the Securities and Exchange
Commission.
Source: Prestige Brands Holdings, Inc.
Prestige Brands Holdings, Inc.
Dean Siegal, 914-524-6819
