Unassociated Document
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): October 22,
2010
PRESTIGE
BRANDS HOLDINGS, INC.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
(State
or Other Jurisdiction
of
Incorporation)
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001-32433
(Commission
File Number)
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20-1297589
(IRS
Employer Identification No.)
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90 North
Broadway, Irvington, New York 10533
(Address
of Principal Executive Offices)
(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:
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£
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Written
communications pursuant to Rule 425 under the Securities
Act.
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£
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Soliciting
material pursuant to Rule 14a-12 under the Exchange
Act.
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£
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Pre-commencement
communications pursuant to Rule 14d-2b under the Exchange
Act.
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£
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act.
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Item
7.01. Regulation FD Disclosure.
On
September 20, 2010, Prestige Brands Holdings, Inc. (the “Company”) filed a
Current Report on Form 8-K, which is incorporated herein by this reference,
reporting that it had entered into a definitive stock purchase agreement by and
among the Company (as Buyer), Blacksmith Brands Holdings, Inc. (“Blacksmith”),
and the securityholders of Blacksmith (as Sellers) (the “Sellers”) to acquire
all of the outstanding shares of Blacksmith and had issued a press release
announcing the proposed acquisition of Blacksmith. The acquisition is
subject to customary closing conditions, including clearance under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, which was received from
the Federal Trade Commission on September 24, 2010.
In
connection with closing the acquisition of Blacksmith, the Company's
wholly-owned subsidiary Prestige Brands, Inc. (the “Issuer”) intends to issue
$100 million in aggregate principal amount of 8.25% Senior Notes due 2018 (the
“Notes”) in a private offering to qualified institutional buyers pursuant to
Rule 144A and Regulation S under the Securities Act of 1933, as amended (the
“Securities Act”). In connection with offering the Notes, information
about Blacksmith that is summarized below will be revealed to potential
investors in the Notes. 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.
This
report does not constitute an offer to sell or the solicitation of an offer to
buy the Notes. Any offers of the Notes will be made only by means of
a private offering memorandum. The Notes 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.
Information About the
Company's Second Fiscal Quarter and Six-Month Period Ended September 30,
2010
While the
Company is in the process of finalizing its second quarter results, based on its
preliminary results it estimates that for the second quarter of 2010, which
ended September 30, 2010, net revenues will decline approximately 3% as compared
to the second fiscal quarter of 2009 (excluding the divested Cutex line for both periods),
primarily due to heavy retailer buy-in of the Company’s cough and cold products
in anticipation of an unusually strong cold and flu season driven by H1N1 in the
second fiscal quarter of 2009. For the six-month period ended
September 30, 2010, net revenues are expected to be flat to an increase of 1% as
compared to the six-month period ended September 30, 2009. The
Company expects Adjusted EBITDA (as defined below) for the quarter and the
six-month period ended September 30, 2010 to be higher than the quarter and
six-month period ended September 30, 2009, primarily as a result of reduced
general and administrative costs due to workforce reductions in September 2009
and lower advertising and promotion expense as a result of unusually heavy
support for Allergen Block products as compared to the first half of fiscal
2009. “Adjusted EBITDA” means net income before interest expense,
income taxes and depreciation and amortization, impact of discontinued
operations, impairment of goodwill and intangible assets, stock-based
compensation, and certain non-recurring, non-cash and other cash expenses which
management believes will not be incurred, except for stock-based compensation,
in the future.
As of September 30, 2010, the Company
estimates that it had $55.0 million of cash and equivalents, $30.0 million of
availability under its revolving credit facility and $295.5 million of total
debt.
Information About Certain
Anticipated Effects of the Acquisition of Blacksmith Upon the
Company
The Company expects the following as a
result of the acquisition of Blacksmith:
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·
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Trailing
twelve-month additional revenues resulting from the acquisition are
expected to be approximately $90
million;
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·
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EBITDA
on the Blacksmith business is expected to be approximately 30%;
and
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·
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The
acquisition is expected to be accretive by $0.16 to $0.20 per share in the
first year of the acquisition.
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Forward-Looking
Statements
Note:
This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of the federal securities laws and 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 "assumptions,"
"target," "guidance," "outlook," "plans," "projection," "may," "will," "would,"
"expect," "intend," "estimate," "anticipate," "believe, "potential," or
"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 effects of the acquisition of
Blacksmith upon the Company’s future performance. These statements
are based on management's estimates and assumptions with respect to future
events and financial performance and are believed to be reasonable, though are
inherently uncertain and difficult to predict. Actual results could
differ materially from those expected as a result of a variety of
factors. 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 and
other reports filed with the Securities and Exchange Commission.
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 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.
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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PRESTIGE
BRANDS HOLDINGS, INC.
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(Registrant)
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Date: October
22, 2010
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By:
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/s/
Peter J. Anderson
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Name:
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Peter
J. Anderson
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Title:
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Chief
Financial Officer
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