corresp
[Prestige Brands, Inc. Letterhead]
August 16, 2010
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
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Re: |
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Prestige Brands, Inc.
Exchange Offer for 8.25% Senior Notes due 2018
Registration Statement on Form S-4
Filed August 9, 2010
File No. 333-168683 |
Ladies and Gentlemen:
The above filing is an exchange offer by Prestige Brands, Inc. (the Issuer), and the
guarantors (the Guarantors) listed on Schedule A to the above referenced registration statement
on Form S-4 (the Registration Statement) with respect to the exchange of $150,000,000 of 8.25%
Senior Notes due 2018 (together with the related guarantees, the Exchange Notes) for $150,000,000
of 8.25% Senior Notes due 2018 (together with the related guarantees, the Old Notes), which were
issued by the Issuer pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as
amended (the Securities Act), through Banc of America Securities LLC and Deutsche Bank Securities
Inc., as the initial purchasers. Herein, I refer to the Old Notes and the Exchange Notes
collectively as the Notes. The Exchange Notes will have terms and conditions substantially
identical to the Old Notes, and this filing is being made pursuant to the registration rights
granted to the initial purchasers on behalf of holders of Notes. The Issuer is making this
exchange offer upon the terms and conditions specified by the SEC in no-action letters to Exxon
Capital Holdings Corporation (available May 13, 1988) (Exxon Capital), Morgan
Stanley & Co., Inc. (available June 5, 1991) (Morgan Stanley) and Shearman &
Sterling (available July 2, 1993) (Shearman & Sterling).
The Issuer also makes in the exchange
offer and to the Securities and Exchange Commission (SEC) the following representations and
warranties consistent with Morgan Stanley and Shearman & Sterling:
1. The Issuer has not entered into any arrangement or understanding with any person to
distribute the securities to be received in the exchange offer and to the best of the Issuers
information and belief, each person participating in the exchange offer will acquire the Exchange
Notes in its ordinary course of business, is not engaged in, does not intend to engage in and has
no arrangement or understanding with any person to participate in the distribution of the
securities to be received in the exchange offer.
Securities and Exchange Commission
Page 2
2. The Issuer, as stated fully in the prospectus included in the Registration Statement, will
make each person participating in the exchange offer aware that if the Exchange Notes are being
registered for the purposes of secondary resales, any security holder using the exchange offer to
participate in the distribution of the securities to be acquired in the exchange offer cannot rely
on the SECs position enunciated in Exxon Capital, Morgan Stanley or Shearman &
Sterling, and must comply with the registration and prospectus delivery requirements of the
Securities Act in connection with a secondary resale transaction. The Issuer acknowledges that
such a secondary resale transaction should be covered by an effective registration statement
containing the selling security holder information required by Item 507 of Regulation S-K. The
prospectus and the related letter of transmittal will clearly disclose such matters to the holders
of the Old Notes.
3. The letter of transmittal and the prospectus will state that by accepting the exchange
offer, the exchange offerees represent, warrant and covenant to the Issuer that they have not
engaged in, and do not intend to engage in, a distribution of the Exchange Notes. Furthermore, as
provided in Shearman & Sterling, the Issuer represents that the exchange offer provides,
and that to the best knowledge of the Issuer:
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(i) |
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In connection with any resales of Exchange Notes received in
exchange for the Old Notes, any broker-dealer must deliver a prospectus
meeting the requirements of the Securities Act, which may be the prospectus
for the exchange offer so long as it contains a plan of distribution with
respect to such resale transactions; |
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(ii) |
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No broker-dealer has entered into any arrangement or
understanding with the Issuer or any of its affiliates to distribute the
Exchange Notes, and the Issuer will make each person participating in the
exchange offer aware in the prospectus and the letter of transmittal that any
broker-dealer that holds Old Notes for its own account as a result of
market-making activities or other trading activities and who receives Exchange
Notes in exchange for Old Notes pursuant to the exchange offer may be a
statutory underwriter and must deliver a prospectus meeting the requirements
of the Securities Act in connection with any resale of the Exchange Notes; and |
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(iii) |
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The prospectus and the letter of transmittal to be executed
by an exchange offeree in order to participate in the exchange offer will
contain provisions to the effect that if the exchange offeree is a
broker-dealer holding Old Notes acquired for its own account as a result of
market-making activities or other trading activities, it acknowledges that it
will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of
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Securities and Exchange Commission
Page 3
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Exchange Notes received in respect of such Old Notes pursuant to the
exchange offer. The prospectus and the letter of transmittal will also
include a statement to the effect that by so acknowledging and by
delivering a prospectus, the broker-dealer will not be deemed to admit
that it is an underwriter within the meaning of the Securities Act. |
Should you have any questions regarding this filing, please do not hesitate to contact Mark F.
McElreath of Alston & Bird LLP at 212-210-9595.
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On behalf of the Issuer,
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By: |
/s/ Eric S. Klee
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Eric S. Klee |
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Secretary and General Counsel |
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On behalf of the Gurantors:
PRESTIGE BRANDS HOLDINGS, INC.
PRESTIGE PERSONAL CARE HOLDINGS, INC.
PRESTIGE PERSONAL CARE, INC.
PRESTIGE SERVICES CORP.
PRESTIGE BRANDS HOLDINGS, INC.
PRESTIGE BRANDS INTERNATIONAL, INC.
MEDTECH HOLDINGS, INC.
MEDTECH PRODUCTS INC.
THE CUTEX COMPANY
THE DENOREX COMPANY
THE SPIC AND SPAN COMPANY
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By: |
/s/ Eric S. Klee
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Eric S. Klee |
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Secretary and General Counsel |
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