Attached files
| file | filename |
|---|---|
| 8-K - PRESTIGE BRANDS HOLDINGS 8-K MARCH 10, 2010 - Prestige Consumer Healthcare Inc. | pbh8kmarch102010.htm |
| EX-99.2 - PRESS RELEASE ANNOUNCING PRIVATE PLACEMENT OFFERING - Prestige Consumer Healthcare Inc. | pressrelease2.htm |
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.
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