Irinquiries@prestigebrands.com
Prestige Consumer Healthcare Inc.
660 White Plains Road – Ste 250
Tarrytown, NY 10591
Telephone: 914-524-6819
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_____________
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): March 10, 2010
PRESTIGE
BRANDS HOLDINGS, INC.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
(State
or Other Jurisdiction
of
Incorporation)
|
001-32433
(Commission
File Number)
|
20-1297589
(IRS
Employer Identification No.)
|
90 North
Broadway, Irvington, New York 10533
(Address
of Principal Executive Offices)
(914)
524-6810
(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.
|
|
£
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange
Act.
|
|
£
|
Pre-commencement
communications pursuant to Rule 14d-2b under the Exchange
Act.
|
|
£
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act.
|
Item
1.01 Entry into a Material Definitive
Agreement.
On March 10, 2010, Prestige Brands
Holdings, Inc. (the “Company”), its wholly-owned subsidiary Prestige Brands,
Inc. (the “Issuer”), and certain subsidiaries of the Company entered into a
purchase agreement (the “Purchase Agreement”) for an offering of $150 million in
aggregate principal amount of new Senior Notes due 2018 (the “New Notes”) in a
private offering to qualified institutional buyers pursuant to Rule 144A and
Regulation S under the Securities Act of 1933, as amended (the “Securities
Act”). The New Notes, which priced on March 10, 2010, will yield
gross proceeds to the Company of approximately $147,846,000 and accrue interest
at a rate of 8.25% per annum from the date of issuance. Interest on
the New Notes will be payable semi-annually commencing October 1, 2010 and the
New Notes will mature on March 10, 2018. Delivery of, and payment
for, the New Notes is anticipated to be made on or about March 24, 2010, or such
later date as the purchasers may designate.
On March 10, 2010, the Company
announced via press release that the Issuer (i) had commenced a cash tender
offer and consent solicitation for any and all of its 9 1/4% Senior Subordinated
Notes due 2012 having an outstanding aggregate principal amount of $126 million;
and (ii) was making a private placement offering of the New Notes. A
copy of the press releases making the announcements in clauses (i) and (ii)
above are attached hereto as Exhibits 99.1 and 99.2, respectively, and are
incorporated herein by reference.
The New Notes have not been and will
not be registered under the Securities Act and may not be offered or sold in the
United States absent registration or an applicable exemption from registration
requirements. The obligations of the purchasers to purchase the New
Notes are subject to customary terms and conditions, including accuracy of
representations and warranties and receipt of legal opinions and certificates,
in each case as set forth in the Purchase Agreement.
Item
9.01. Financial Statements and Exhibits.
See Exhibit Index immediately following
the Signature Page hereto.
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
| PRESTIGE BRANDS HOLDINGS, INC. | |||
| (Registrant) | |||
| Date: March 11, 2010 | |||
|
|
By:
|
/s/ Eric S. Klee | |
| Name: Eric S. Klee | |||
| Title: Associate General Counsel | |||
|
|
EXHIBIT
INDEX
|
|
Exhibit Number
|
Description
|
|
99.1
|
Press
Release dated March 10, 2010, announcing a cash tender offer and consent
solicitation by Prestige Brands, Inc.
|
|
99.2
|
Press
Release dated March 10, 2010, announcing a private placement offering by
Prestige Brands, Inc.
|
Exhibit
99.1
News
Release
Prestige
Brands, Inc. Announces Tender Offer and Consent Solicitation
IRVINGTON,
N.Y., March 10, 2010 -- Prestige Brands Holdings, Inc. (NYSE: PBH) (the
“Company”) announced today that its wholly-owned subsidiary Prestige Brands,
Inc. (“Prestige Brands”) had commenced a cash tender offer (the “Tender Offer”)
and consent solicitation (the “Consent Solicitation,” and together with the
Tender Offer, the “Offer”) for any and all of its $126 million outstanding
aggregate principal amount of 9 1/4% Senior Subordinated Notes due 2012 (CUSIP
No. 74112BAC9) (the “Notes”). The Tender Offer and the Consent
Solicitation are described in the Offer to Purchase and Consent Solicitation
Statement dated March 10, 2010 (the “Offer to Purchase”). The Offer
will expire at 11:59 p.m., New York City time, on Tuesday, April 6, 2010, unless
the Offer is extended (the “Expiration Date”).
Holders
who validly tender their Notes and provide their consents to the proposed
amendments to the indenture, as supplemented, that governs the Notes prior to
the consent payment deadline of 5:00 p.m., New York City time, on Tuesday, March
23, 2010, unless extended (the “Consent Payment Deadline”), shall receive the
total consideration equal to $1,005.00 per $1,000 principal amount of the Notes,
which includes a consent payment of $30.00 per $1,000 principal amount of the
Notes, plus any accrued and unpaid interest on the Notes up to, but not
including, the payment date for such Notes.
Holders
who validly tender their Notes after the Consent Payment Deadline but on or
prior to the Expiration Date shall receive the tender offer consideration equal
to $975.00 per $1,000 principal amount of the Notes, plus any accrued and unpaid
interest on the Notes up to, but not including, the payment date for such
Notes. Holders of Notes tendered after the Consent Payment Deadline
will not receive a consent payment.
Following
receipt of the consent of the holders of at least a majority in aggregate
principal amount of the outstanding Notes, Prestige Brands will execute a
supplemental indenture effecting the proposed amendments to the indenture
governing the Notes. Except in certain circumstances, Notes tendered
and consents delivered may not be withdrawn upon the earlier of (i) 5:00 p.m.,
New York City time, on Tuesday, March 23, 2010, and (ii) execution of the
supplemental indenture.
The Offer is being made upon the terms and subject to
the conditions set forth in the Offer to Purchase and the related letter of
transmittal and consent. The Offer is subject to a number of
conditions that are set forth in the Offer to Purchase, including, without
limitation, (i) the receipt of the required consents to amend and supplement the
indenture, as supplemented, governing the Notes in connection with the Consent
Solicitation and the execution of a supplemental indenture effecting such
amendments by the applicable parties, (ii) the receipt by Prestige Brands of net
proceeds from a new debt financing on terms acceptable to Prestige Brands and
the receipt by Prestige Brands of net proceeds from the issuance and sale of new
senior notes, which will aggregate to an amount that is sufficient to pay the
total consideration (including the consent payment) in respect of all notes
(regardless of whether tendered) plus estimated fees and expenses
relating
to the Offer, as more fully described in the Offer to Purchase, and (iii)
certain other conditions.
Prestige
Brands has engaged BofA Merrill Lynch as Dealer Manager and Solicitation Agent
for the Offer. Persons with questions regarding the Offer should contact BofA
Merrill Lynch at (888) 292-0070 (toll free) or (980) 388-9217 (collect).
Requests for copies of the Offer to Purchase or other tender offer materials may
be directed to D.F. King & Co., Inc., the Information Agent, at (800)
769-7666 (toll-free) or (212) 269-5550 (collect), or in writing at 48 Wall
Street, 22nd
Floor, New York, NY 10005.
This
press release does not constitute an offer to purchase the Notes or a
solicitation of consents to amend the related indenture. The Offer is
made solely pursuant to the Offer to Purchase. The tender offer is
not being made to holders of Notes 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.
About
Prestige Brands Holdings, Inc.
The
Company markets and distributes brand name over-the-counter healthcare, personal
care and household products throughout the United States, Canada and certain
international markets. Key brands include Compound W(R) wart treatments,
Chloraseptic(R) sore throat relief and allergy treatment products, New Skin(R)
liquid bandage, Clear Eyes(R) and Murine(R) eye care products, Little
Remedies(R) pediatric over-the-counter healthcare products, The Doctor’s(R)
NightGuard(TM) dental protector, Cutex(R) nail polish remover, Comet(R) and Spic
and Span(R) household cleaners, and other well-known brands.
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
forward-looking terminology such as “assumptions,” “target,” “guidance,”
“outlook,” “plans,” “projection,” “may,” “will,” “would,” “expect,” “intend,”
“estimate,” “anticipate,” “believe,” “potential,” “continue” (or the negative or
other derivatives of each of these terms) or similar terminology. The
“forward-looking statements” include, without limitation, statements regarding
the purchase of the Notes and the execution of a supplemental indenture. These
statements are based on management’s estimates and assumptions with respect to
future events, such as the Company’s ability to obtain new debt financing on
acceptable terms and the receipt by the Company of sufficient net proceeds from
the issuance and sale of new senior notes, 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 Offer to Purchase as well as 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.
-2-
Exhibit 99.2
News
Release
Prestige
Brands, Inc. Announces $150 Million Senior Note Offering
IRVINGTON,
N.Y., March 10, 2010 -- Prestige Brands Holdings, Inc. (NYSE: PBH) (the
“Company”) announced today that its wholly-owned subsidiary Prestige Brands,
Inc. (“Prestige Brands”) is making a private placement offering of $150 million
in aggregate principal amount of new senior notes due 2018 (the “Notes”) in a
private offering to qualified institutional buyers pursuant to Rule 144A and
Regulation S under the Securities Act of 1933, as amended.
The
Company intends to use the proceeds of the Notes to refinance current long-term
indebtedness, including $126 million aggregate principal amount outstanding of
Prestige Brands’ 9 1/4% Senior Subordinated Notes due 2012, for which it is
conducting a tender offer. The interest rate, and other terms of the
Notes will be determined by negotiations between the Company and the initial
purchasers. The Notes will be fully and unconditionally guaranteed by
the Company and its domestic subsidiaries.
This
press release does not constitute an offer to sell or the solicitation of an
offer to buy the Notes. Any offers of the Notes will be made only by
means of a private offering memorandum. The Notes 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.
About the
Company
Prestige
Brands markets and distributes brand name over-the-counter healthcare, personal
care and household products throughout the United States, Canada and certain
international markets. Key brands include Compound W(R) wart treatments,
Chloraseptic(R) sore throat relief and allergy treatment products, New Skin(R)
liquid bandage, Clear Eyes(R) and Murine(R) eye care products, Little
Remedies(R) pediatric over-the-counter healthcare products, The Doctor’s(R)
NightGuard(TM) dental protector, Cutex(R) nail polish remover, Comet(R) and Spic
and Span(R) household cleaners, and other well-known brands.
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
forward-looking terminology such as “assumptions,” “target,” “guidance,”
“outlook,” “plans,” “projection,” “may,” “will,” “would,” “expect,” “intend,”
“estimate,” “anticipate,” “believe,” “potential,” “continue” (or the negative or
other derivatives of each of these terms) or similar terminology. The
“forward-looking statements” include, without limitation, statements regarding
the Company’s issuance and utilization of the proceeds of the new notes. These
statements are based on management’s estimates and assumptions with respect to
future events, which include current capital market conditions as well as the
Company’s ability to obtain new debt financing on acceptable terms, 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.
-2-