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): January 24, 2012

 

PRESTIGE BRANDS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		001-32433		20-1297589
(State or Other Jurisdiction		(Commission		(IRS Employer
of Incorporation)		File Number)		Identification No.)

 

90 North Broadway
Irvington, New York 10533

(Address of Principal Executive Offices, including Zip Code)

 

(914) 524-6810

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

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 (see General Instruction A.2. below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 1.01 Entry into a Material Definitive Agreement.

On January 24, 2012, Prestige Brands Holdings, Inc. (the “Company”) announced that its wholly-owned subsidiary, Prestige Brands, Inc., entered into a purchase agreement on January 24, 2012 with respect to the sale by Prestige Brands, Inc., as issuer (the “Issuer”), of $250.0 million in aggregate principal amount of 8.125% Senior Notes due 2020 (the “Notes”).

The Notes will be issued in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), to qualified institutional buyers in accordance with Rule 144A and to persons outside of the United States pursuant to Regulation S under the Securities Act. The Notes will be senior unsecured obligations of the Issuer and will be guaranteed by the Company and certain of its domestic subsidiaries.

The purchase agreement contains customary representations, warranties and agreements by the Issuer. In addition, the Issuer has agreed to indemnify the initial purchasers against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the initial purchasers may be required to make in respect of those liabilities. Furthermore, the Issuer has agreed with the initial purchasers not to offer or sell any debt securities issued or guaranteed by the Issuer for a period of 90 days after the date of the purchase agreement without the prior written consent of the representative of the initial purchasers. Subject to customary closing conditions, the sale of the Notes is expected to close on or about January 31, 2012.

The Company intends to use the net proceeds from the offering, together with additional senior secured bank debt, to finance the previously announced acquisition of certain North American over-the-counter healthcare brands owned by GlaxoSmithKline plc and its affiliates, 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 initial offering of the Notes and the related guarantees will not be registered under the Securities Act and the Notes and the related guarantees may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy the Notes or the related guarantees or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful. Any offers of the Notes and related guarantees will be made only by means of a private offering memorandum.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the complete terms of the purchase agreement.

Item 7.01. Regulation FD Disclosure

 

On January 24, 2012, the Company issued a press release announcing pricing of the Notes, a copy of which is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

 

Item 9.01.  Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit No.		Description of Exhibit
99.1		Press Release of Prestige Brands Holdings, Inc. dated January 24, 2012.

 

 

 

 

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.
Date: January 25, 2012	By:	/s/ Eric S. Klee
		Name: Eric S. Klee
		Title: Secretary and General Counsel

 

 

 EXHIBIT INDEX

 

 

Exhibit No.		Description of Exhibit
99.1		Press Release of Prestige Brands Holdings, Inc. dated January 24, 2012.

Prestige Brands Holdings, Inc. Announces Pricing of $250 Million Senior Notes Due 2020

 

Irvington, NY, January 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.

 

 

CONTACT: Prestige Brands Holdings, Inc.

Dean Siegal (914) 524-6819