TARRYTOWN, N.Y.--(BUSINESS WIRE)--Dec. 17, 2013--
Prestige Brands Holdings, Inc. (NYSE:PBH) (the “Company”) announced
today that its wholly owned subsidiary, Prestige Brands, Inc. (“Prestige
Brands”), has received, pursuant to its previously announced cash tender
offer and consent solicitation with respect to any and all of its
outstanding $250,000,000 aggregate principal amount of 8.25% Senior
Notes due 2018 (the “Notes”), the requisite consents to adopt proposed
amendments to the indenture under which the Notes were issued, that
would, among other things, eliminate substantially all of the
restrictive covenants, certain events of default and certain related
provisions contained in the indenture (the “Amendments”). In addition,
the Amendments have the effect of automatically releasing the liens on
the collateral that secures Prestige Brands’ obligation that the 2018
Notes be secured on an equal and ratable basis with the obligations
under Prestige Brands’ existing credit agreement.
As reported by the depositary, tenders and corresponding consents have
been delivered with respect to $201,710,000 aggregate principal amount
of the Notes (representing 80.68% of the outstanding aggregate principal
amount of the Notes), which Notes had been validly tendered and not
validly withdrawn as of 5:00 p.m., New York City time, on December 16,
2013 (the “Consent Payment Deadline”). As a result, the requisite
consents have been obtained with respect to all of the Amendments.
In conjunction with receiving the requisite consents, Prestige Brands,
the Company, the other guarantors party thereto, and U.S. Bank National
Association, as trustee, executed a second supplemental indenture with
respect to the indenture governing the Notes effecting certain
amendments that would implement the Amendments. The second supplemental
indenture became operative upon acceptance of the Notes for purchase by
the Issuer pursuant to the terms and conditions described in the
Statement (as defined below).
The tender offer and consent solicitation are being made upon the terms
and subject to the conditions set forth in the related Offer to Purchase
and Consent Solicitation Statement dated December 3, 2013 (the
“Statement”). Holders who validly tendered their Notes and delivered
their consents on or prior to the Consent Payment Deadline are eligible
to receive the applicable Total Consideration (as defined below). A
holder’s right to validly withdraw tendered Notes and validly revoke
delivered consents expired on the Consent Payment Deadline.
The Issuer’s obligation to accept for purchase and to pay for Notes
validly tendered and not validly withdrawn and consents validly
delivered, and not validly revoked, pursuant to the tender offer and
consent solicitation, was subject to and conditioned upon the
satisfaction of or, where applicable, the Issuer’s waiver of, certain
conditions, including a financing condition. As of December 17, 2013
these conditions have been satisfied and the Notes validly tendered and
not validly withdrawn as of the Consent Payment Deadline were accepted
for purchase by the Issuer.
Holders who validly tendered (and did not validly withdraw) their Notes
on or prior to the Consent Payment Deadline received total consideration
equal to $1,063.30 per $1,000 principal amount of the Notes (the “Total
Consideration”), plus any accrued and unpaid interest on the Notes up
to, but not including, the first settlement date. The Total
Consideration includes a consent payment of $30.00 per $1,000 principal
amount of the Notes (the “Consent Payment”).
Holders who validly tender their Notes after the Consent Payment
Deadline, but on or prior to Midnight, New York City time, on
December 31, 2013, unless extended or earlier terminated by the Issuer
(the “Expiration Time”), and whose Notes are accepted for payment, will
receive the tender consideration equal to $1,030.30 per $1,000 principal
amount of the Notes (the “Tender Consideration”), plus any accrued and
unpaid interest on the Notes up to, but not including, the final
settlement date. Holders of Notes who tender after the Consent Payment
Deadline will not receive a Consent Payment.
Any Notes not tendered and purchased pursuant to the tender offer will
remain outstanding and the holders thereof will be bound by the
amendments contained in the second supplemental indenture eliminating
substantially all restrictive covenants, certain events of default and
certain related provisions contained in the indenture and provide for
the release of the liens on the collateral that secures the Issuer’s and
the Company’s obligations with respect to the Notes even though they
have not consented to the amendments.
This press release is for informational purposes only and is not an
offer to buy or sell or the solicitation of an offer to sell or buy any
securities. The tender offer and consent solicitation are only being
made pursuant to the terms of the Offer to Purchase and Consent
Solicitation Statement and the related letter of instructions. The
tender offer and consent solicitation are not being made in any
jurisdiction in which the making or acceptance thereof would not be in
compliance with the securities, blue sky or other laws of such
jurisdiction. None of Prestige Brands, Company, the dealer manager, the
solicitation agent, the information agent, the tender agent or their
respective affiliates is making any recommendation as to whether or not
holders should tender all or any portion of their Notes in the tender
offer or deliver their consent to the proposed amendments.
Morgan Stanley & Co. LLC is acting as the dealer manager and
solicitation agent and D.F. King & Co., Inc. is acting as the tender
agent and information agent for the tender offer and consent
solicitation. Requests for documents may be directed to D.F. King & Co.,
Inc. at (800) 431-9643 (toll-free) or (212) 269-5550 (collect).
Questions regarding the tender offer and consent solicitation may be
directed to Morgan Stanley & Co. LLC at (800) 624-1808 (toll-free) or
(212) 761-1057 (collect).
About Prestige Brands Holdings, Inc.
The Company markets and distributes brand name over-the-counter and
household products throughout the U.S., Canada, and certain
international markets. Core brands include Chloraseptic® sore throat
treatments, Clear Eyes® eye care products, Compound W® wart treatments,
The Doctor’s® NightGuard® dental protector, The Little Remedies® and
PediaCare® lines of pediatric over-the-counter products, Efferdent®
denture care products, Luden’s® throat drops and Dramamine® motion
sickness treatment, Debrox® ear wax remover, Beano® digestive aid,
Gaviscon® antacid in Canada, and BC® and Goody’s® headache powders.
Note Regarding Forward-Looking Statements
This news release contains “forward-looking statements” within the
meaning of the federal securities laws that are 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 forward-looking terminology such as
“assumptions,” “target,” “guidance,” “outlook,” “plans,” “projection,”
“may,” “will,” “would,” “expect,” “intend,” “estimate,” “anticipate,”
“believe”, “potential,” or “continue” (or the negative or other
derivatives of each of these terms) or similar terminology. These
"forward-looking" statements include statements relating to, among other
things, the tender offer and the consent solicitation. These statements
are based on management’s estimates and assumptions with respect to
future events and financial performance and are believed to be
reasonable, though are inherently uncertain and difficult to predict.
Actual results could differ materially from those expected as a result
of a variety of factors. Prestige Brands' ability to consummate the
tender offer depends on a variety of factors, including without
limitation the satisfaction of certain conditions. Prestige Brands may
not consummate the tender offer in accordance with the terms described
in this press release or at all. A discussion of factors that could
cause 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. The forward-looking statements in this press release speak
only as of the date of this release. The Company expressly disclaims any
obligation or undertaking to release publicly any updates or revisions
to such statements to reflect any change in its expectations with regard
thereto or any changes in the events, conditions or circumstances on
which any such statement is based.
Source: Prestige Brands Holdings, Inc.
Prestige Brands Holdings, Inc.
Dean Siegal, 914-524-6819