Prestige Brands Holdings, Inc. Announces Offering of $350 Million Senior Notes

16 Feb 2016, 00:00 AM EST

TARRYTOWN, N.Y.–(BUSINESS WIRE)–Prestige Brands Holdings, Inc. (NYSE: PBH) (the “Company”)
announced today that its wholly-owned subsidiary, Prestige Brands, Inc.
(“Prestige Brands”), intends to offer,
subject to market and other conditions, up to $350.0 million in
aggregate principal amount of new senior notes due 2024 (the “notes”)
in a private offering. 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 proposed offering
to redeem all of Prestige Brands’ outstanding 8.125% Senior Notes due
2020 (the “2020 notes”), to repay the
bridge credit facility entered into on February 4, 2016 in connection
with the Company’s closing of the acquisition of DenTek Holdings, Inc.,
to pay related fees and expenses and for general corporate purposes.

Prestige Brands has given notice of its intention to redeem all of the
2020 notes pursuant to the indenture governing the 2020 notes, at a
redemption price equal to 104.063% of the principal amount thereof (or
$1,040.63 per $1,000 in principal amount), plus accrued and unpaid
interest to the date of redemption. The redemption of the 2020 notes is
conditioned on the completion of an offering of new unsecured senior
notes in an aggregate principal amount of at least $350.0 million (the “Financing
Condition”). Prestige Brands may waive the Financing Condition in
its sole discretion.

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 (the “Securities Act”)
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.

About Prestige Brands Holdings, Inc.

The Company markets and distributes brand name over-the-counter
healthcare and household cleaning products throughout the U.S., Canada,
and Australia and in certain other international markets. Core brands
include Monistat® women’s health products, Nix® lice treatment,
Chloraseptic® sore throat treatments, Clear Eyes® eye care products,
Compound W® wart treatments, The Doctor’s® NightGuard® dental protector,
Little Remedies® pediatric products, Efferdent® denture care products,
Luden’s® throat drops, Dramamine® motion sickness treatment, BC® and
Goody’s® pain relievers, Debrox® earwax remover, and Gaviscon® antacid
in Canada.

Note Regarding Forward-Looking Statements

This news release contains “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995 (the
“PSLRA”). The cautionary statements are being made pursuant to the
provisions of the PSLRA and with the intention of obtaining the benefits
of the “safe harbor” provisions of the PSLRA. Although we believe that
our expectations are based on reasonable assumptions, actual results may
differ materially from those in the forward-looking statements.
Forward-looking statements speak only as of the date of this news
release. Except as required under federal securities laws and the rules
and regulations of the SEC, we do not intend to update any
forward-looking statements to reflect events or circumstances arising
after the date of this news release, whether as a result of new
information, future events or otherwise. As a result of these risks and
uncertainties, readers are cautioned not to place undue reliance on
forward-looking statements included in this news release or that may be
made elsewhere from time to time by, or on behalf of, us. All
forward-looking statements attributable to us are expressly qualified by
these cautionary statements. These forward-looking statements generally
can be identified by the use of words or phrases such as “believe,”
“anticipate,” “expect,” “estimate,” “project,” “intend,” “strategy,”
“goal,” “future,” “seek,” “may,” “should,” “would,” “will,” “will be,”
or other similar words and phrases. Forward-looking statements are based
on current expectations and assumptions that are subject to a number of
risks and uncertainties that could cause actual results to differ
materially from those anticipated. A discussion of factors that could
cause 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.