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): July 7, 2016

 

PRESTIGE BRANDS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-32433		20-1297589
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

660 White Plains Road, Tarrytown, New York 10591

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (914) 524-6800

 

N/A

(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 7.01 Regulation FD Disclosure.

 

On July 7, 2016, Prestige Brands Holdings, Inc. issued a press release announcing the closing of the previously announced divestiture of three of its non-core over-the-counter healthcare brands to Moberg Pharma AB. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

See Exhibit Index immediately following the signature page.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	PRESTIGE BRANDS HOLDINGS, INC.
Date: July 7, 2016	By:	/s/ David S. Marberger
		Name: David S. Marberger
		Title: Chief Financial Officer

 

 

EXHIBIT INDEX

Exhibit
Number		Description
99.1		Press Release dated July 7, 2016 (furnished only).

 

 

Exhibit 99.1

 

 

Prestige Brands Holdings, Inc. Completes Divestiture of Three Brands to Moberg Pharma AB

 

Tarrytown, NY, July 7, 2016—Prestige Brands Holdings, Inc. (NYSE-PBH) today announced that it has closed the previously announced divestiture of three of its non-core over-the-counter healthcare brands to Moberg Pharma AB (OMX:MOB) of Stockholm, Sweden for $40.0 million USD in cash. The transaction was finalized under the original terms announced on June 30, 2016. The divestiture includes New Skin®, PediaCare® and Fiber Choice®. Proceeds from the sale will be used to pay down debt and accelerate de-leveraging.

 

The Company expects to provide additional information on this transaction and update its outlook for the fiscal year when it reports the results of the first quarter of fiscal 2017 on August 4, 2016 before the opening of the market.

 

About Prestige Brands Holdings, Inc.

 

Prestige Brands markets and distributes brand name over-the-counter healthcare and household cleaning products throughout the U.S. and Canada, Australia, and in certain other international markets. The Company’s brands include Monistat® women’s health products, BC® and Goody’s® pain relievers, Clear Eyes® eye care products, DenTek® specialty oral care products, Dramamine® motion sickness treatments, Chloraseptic® sore throat treatments, Compound W® wart treatments, Little Remedies® pediatric over-the-counter products, The Doctor's® NightGuard® dental protector, Efferdent® denture care products, Luden's® throat drops, Beano® gas prevention, Debrox® earwax remover, Gaviscon® antacid in Canada, and Hydralyte® rehydration products and the Fess® line of nasal and sinus care products in Australia.

 

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 “will,” “would,” “expect,” “plan,” “continue,” “anticipate” (or the negative or other derivatives of each of these terms) or similar terminology. The “forward-looking statements” include statements regarding the transaction’s impact on debt and leverage. These statements represent the Company’s expectations and beliefs and involve a number of known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include, among others, general economic and business conditions, and other risks set forth in Item 1A. Risk Factors in the Company's Annual Report on Form 10-K for the year ended March 31, 2016. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this news release. Except to the extent required by applicable law, the Company undertakes no obligation to update any forward-looking statement contained in this news release, whether as a result of new information, future events, or otherwise.

 

Contact: Dean Siegal

 

914-524-6819