Attached files
| file | filename |
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| EX-2.1 - Prestige Consumer Healthcare Inc. | v197001_ex2-1.htm |
| EX-99.2 - Prestige Consumer Healthcare Inc. | v197001_ex99-2.htm |
| EX-99.1 - Prestige Consumer Healthcare Inc. | v197001_ex99-1.htm |
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): September 14, 2010
PRESTIGE
BRANDS HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-32433
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20-1297589
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
|
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of
incorporation)
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Identification
No.)
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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)
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:
|
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01. Entry into a Material Definitive Agreement.
Stock Purchase
Agreement
On
September 14, 2010, Prestige Brands Holdings, Inc. (the “Company”) entered into
a definitive stock purchase agreement by and among the Company (as Buyer) (the
“Buyer”), Blacksmith Brands Holdings, Inc. (“Holdco”), and the securityholders
of Holdco (as Sellers) (the “Sellers”) to acquire all of the outstanding shares
of Holdco. Holdco, through its subsidiary, Blacksmith Brands, Inc.,
owns the "Pediacare®," "Luden's®," “Efferdent®,” “Effergrip® and “NasalCrom”
brands that will be added to the Company's brand portfolio in the
acquisition. The purchase price to be paid by the Company is $190.0
million in cash, subject to a customary purchase price adjustment for working
capital. The Agreement contains customary representations and
warranties as well as indemnification provisions which, except in limited
circumstances, survive for one year from the closing date. An
indemnification escrow fund in the amount of $7.5 million will be established at
closing along with a $1.2 million working capital adjustment escrow
fund.
Closing
of the transaction is subject to customary closing conditions, including receipt
of regulatory clearance under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended.
The
parties expect to close the transaction during the fourth quarter of calendar
year 2010. The purchase agreement has a termination date of December
31, 2010, which can be extended by up to 60 days by either of the parties in the
event certain conditions have not been satisfied prior to that time. Although
the purchase agreement is not subject to a financing condition, if the Company
is unable to close despite all other conditions having been satisfied, the
Sellers could terminate the purchase agreement and require the Company to pay a
termination fee of $7.5 million.
This
summary of the purchase agreement does not purport to be complete and is
qualified in its entirety by reference to the copy of the purchase agreement
that is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated
herein by this reference.
Item
7.01. Regulation FD Disclosure.
On
September 20, 2010, Prestige Brands Holdings, Inc. (the “Company”) issued a
press release announcing that it had signed a definitive agreement to acquire
all of the outstanding shares of Blacksmith Brands Holdings, Inc., as described
in Item 1.01 of this Current Report on Form 8-K. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
On
September 20, 2010, representatives of the Company began making presentations to
investors regarding the acquisition of Blacksmith Brands Holdings, Inc. using
slides containing the information attached to this Current Report on Form 8-K as
Exhibit 99.2 (the “Investor Presentation”). The Company expects to
use the Investor Presentation, in whole or in part, and possibly with
modifications, in connection with presentations to investors, analysts and
others during 2010.
By filing
this Current Report on Form 8-K and furnishing the information contained herein,
the Company makes no admission as to the materiality of any information in this
report that is required to be disclosed solely by reason of Regulation
FD.
The
information contained in the Investor Presentation is summary information that
is intended to be considered in the context of the Company’s Securities and
Exchange Commission (“SEC”) filings and other public announcements that it may
make, by press release or otherwise, from time to time. The Company
undertakes no duty or obligation to publicly update or revise the information
contained in this report, although it may do so from time to time as its
management believes is warranted. Any such updating may be made
through the filing of other reports or documents with the SEC, through press
releases or through other public disclosure.
In
accordance with General Instruction B.2 of this Current Report on Form 8-K, the
information presented in this Item 7.01 of this Current Report on Form 8-K and
Exhibits 99.1 and 99.2 shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, nor shall it be deemed
incorporated by reference in any filing under the Securities Exchange Act of
1934, unless the Company specifically states that the information is to be
considered “filed” under the Securities Exchange Act of 1934 or incorporates it
by reference into a filing under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
See Exhibit Index immediately following
signature page.
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.
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Dated:
September 20, 2010
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PRESTIGE
BRANDS HOLDINGS, INC.
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By:
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/s/ Peter J. Anderson | |
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Name:
Peter J. Anderson
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Title:
Chief Financial Officer
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EXHIBIT
INDEX
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Exhibit
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Description
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2.1
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Stock
Purchase Agreement, dated as of September 14, 2010, by and among Prestige
Brands Holdings, Inc., Blacksmith Brands Holdings, Inc. and the
Stockholders of Blacksmith Brands Holdings, Inc.
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99.1
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Press
Release dated September 20, 2010.
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99.2
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Investor
Relations Slide Show in use beginning September 20,
2010.
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