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): October 22,
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:
|
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£
|
Written
communications pursuant to Rule 425 under the Securities
Act.
|
|
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£
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Soliciting
material pursuant to Rule 14a-12 under the Exchange
Act.
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£
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Pre-commencement
communications pursuant to Rule 14d-2b under the Exchange
Act.
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£
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act.
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Item
1.01 Entry into a Material Definitive Agreement
On October 22, 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 $100 million in
aggregate principal amount of 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 October 22, 2010, will yield
proceeds to the Company of approximately $100,250,000 plus accrued interest at a
rate of 8.25% per annum from October 1, 2010. Interest on the New
Notes will be payable semi-annually commencing April 1, 2011. The New
Notes will mature on April 1, 2018. Delivery of, and payment for, the
New Notes is anticipated to be made on or about November 1, 2010, or such later
date as the purchasers may designate. The New Notes will have the
same terms and will be part of the same series as the Issuer’s existing 8.25%
senior notes due 2018 issued in March 2010 (the “Existing
Notes”). See Item 1.01 of the Company's Current Report on Form 8-K
filed with the Commission on March 30, 2010, which is incorporated herein by
this reference. The New Notes will, however, initially have a CUSIP
number that is different from the CUSIP number for the Existing Notes, and will
not be freely tradable and fungible with the Existing Notes for trading purposes
until the restrictive legend on the New Notes is removed or the New Notes (or
notes to be offered in exchange for the New Notes) are registered under the
Securities Act. The New Notes will be fully and unconditionally
guaranteed by the Company and its domestic subsidiaries.
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
7.01. Regulation FD Disclosure.
On October 22, 2010, the Company
announced via press release that its wholly-owned subsidiary Prestige Brands,
Inc. is making a private offering of the New Notes. A copy of the
press release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
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)
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|||
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Date: October
22, 2010
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By:
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/s/ Peter J. Anderson | |
| Name: Peter J. Anderson | |||
| Title: Chief Financial Officer | |||
EXHIBIT
INDEX
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Exhibit
Number
|
Description
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99.1
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Press
Release dated October 22, 2010, announcing a private placement offering by
Prestige Brands, Inc. (furnished
only)
|
PRESTIGE BRANDS, INC. ANNOUNCES $100 MILLION SENIOR NOTE OFFERING
IRVINGTON,
N.Y., Oct 22, 2010 (BUSINESS WIRE) -- 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 $100
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 together with a new term loan
facility under the "accordion" feature of its existing senior secured credit
facilities to purchase 100% of the capital stock of Blacksmith Brands Holdings,
Inc. and pay associated fees and expenses. The Company had previously
announced the planned acquisition of Blacksmith Brands on September 20,
2010. The Notes will have the same terms and will be part of the same
series as the Prestige Brands’ existing 8.25% senior notes due 2018 issued in
March 2010. 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 and
household products throughout the United States, Canada and certain
international markets. Key brands include Compound W® wart
treatments, Chloraseptic® sore throat relief and allergy treatment products, New
Skin® liquid bandage, Clear Eyes® and Murine® eye care products, Little
Remedies® pediatric over-the-counter healthcare products, The Doctor’s®
NightGuard® dental protector, Comet® and Spic and Span® 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
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 close on 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.
Contact:
Dean Siegal
914-524-6819