PBH 8-K
Prestige Consumer Healthcare Inc. (PBH)
8-K
2026-07-06
For: 2026-06-30
View Original
Added on
July 07, 2026
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): June 30, 2026
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of Principal Executive Offices) (Zip Code)
(914 524-6800
(Registrant's telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report.)
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 (see General Instruction A.2. below):
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
| Emerging Growth Company | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 1.01 Entry into a Material Definitive Agreement.
On July 1, 2026 (the “Closing Date”), Prestige Consumer Healthcare Inc. (the “Company”) and its wholly-owned subsidiary, Prestige Brands, Inc. (the “Borrower”), entered into an amendment (the “Amendment”) to that certain Term Loan Credit Agreement (the “Term Loan Credit Agreement”) by and among the Company, the Borrower, certain other subsidiaries of the Company as guarantors, Citibank, N.A. as administrative agent, the lenders party thereto and Citibank, N.A., Barclays Bank PLC, Morgan Stanley Senior Funding Inc., Goldman Sachs Bank USA and RBC Capital Markets, as joint lead arrangers and joint bookrunners. Under the Amendment, the Borrower is permitted to borrow additional term loans in an amount not to exceed $95.0 million that may be used by the Borrower to finance, in part, the previously announced acquisition of LaCorium Health Australia Pty Limited, Stantail Trading Pty Limited, Stantail International Pty Limited, Brands Worldwide Holdings I.P. Pty Limited, and Laderma Holdings Pty Limited, each an Australian company (the “LaCorium Acquisition”), together with fees and expenses incurred in connection with the LaCorium Acquisition.
The foregoing description of the Amendment and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by reference to the Amendment, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant.
Also on the Closing Date, the Borrower borrowed $95,000,000 under the Amendment to finance the LaCorium Acquisition, which closed on the Closing Date, together with fees and expenses incurred in connection with the closing of the LaCorium Acquisition.
Item 7.01 Regulation FD Disclosure.
On June 30, 2026, the Company issued a press release announcing the commencement of a private offering of $400,000,000 of senior unsecured notes due 2034 (the “Notes”). A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
On July 6, 2026, the Company issued a press release announcing the completion of the LaCorium Acquisition and the pricing of the private offering of the Notes. A copy of the press release is furnished herewith as Exhibit 99.2 and is incorporated herein by reference.
The information provided in this Item 7.01, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by the specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | Description | |||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). | |||||||
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.
| Dated: July 6, 2026 | PRESTIGE CONSUMER HEALTHCARE INC. | ||||||||||
| By: | /s/ Christine Sacco | ||||||||||
| Christine Sacco | |||||||||||
| Chief Financial Officer & Chief Operating Officer | |||||||||||
Exhibit 99.1
Prestige Consumer Healthcare Inc. Announces Offering of $400 Million Senior Notes
July 6, 2026
TARRYTOWN, N.Y., July 6, 2026 (GLOBE NEWSWIRE) -- Prestige Consumer Healthcare 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 $400 million in aggregate principal amount of new senior notes due 2034 (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, together with cash on hand, to redeem all $400 million of Prestige Brands’ outstanding 5.125% Senior Notes due 2028 (the “2028 notes”), and to pay related fees and expenses.
Prestige Brands expects to give notice of its intention to redeem the 2028 notes pursuant to the indenture governing the 2028 notes, at a redemption price equal to 100.0% of the principal amount thereof, plus accrued and unpaid interest to the date of redemption. The redemption of the 2028 notes is conditioned on the completion of an offering of new unsecured senior notes in an aggregate principal amount of at least $400 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 Consumer Healthcare Inc.
Prestige Consumer Healthcare markets, sells, manufactures and distributes consumer healthcare products to retail outlets throughout the U.S. and Canada, Australia, and in certain other international markets. The Company’s diverse portfolio of brands include Breathe Right® nasal strips, Monistat® and Summer’s Eve ® women’s health products, BC ® and Goody’s ® pain relievers, Clear Eyes® and TheraTears® eye care products, DenTek® specialty oral care products, Dramamine® motion sickness treatments, Fleet® enemas and glycerin suppositories, Chloraseptic® and Luden’s ® sore throat treatments and drops, Compound W® wart treatments, Little Remedies® pediatric over-the-counter products, Boudreaux’s Butt Paste ® diaper rash ointments, Nix® lice treatment, Debrox® earwax remover, Gaviscon® antacid in Canada, and Hydralyte® rehydration products and the Fess® line of nasal and sinus care products in Australia.
Note Regarding Forward-Looking Statements
This news release contains “forward-looking statements” within the meaning of the federal securities laws 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 “intends,” “expects,” “may,” and “will” (or the negative or other derivatives of each of these terms) or similar terminology. The “forward-looking statements” include, without limitation, statements regarding the Company’s expectations regarding the offering of the notes and the redemption of the 2028 notes. 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, including general economic and business conditions. A discussion of other factors that could cause results to vary is included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026 and other periodic reports filed with the Securities and Exchange Commission.
Investor Relations Contact
Phil Terpolilli, CFA, 914-524-6819
Source: Prestige Consumer Healthcare Inc.
Source: Prestige Consumer Healthcare Inc.
Exhibit 99.2
Prestige Consumer Healthcare Inc Completes Acquisition of LaCorium Health, Prices $400 Million Senior Notes Offering, and Announces First Quarter Fiscal 2027 Earnings Results Date
TARRYTOWN, N.Y., July 6, 2026 (GLOBE NEWSWIRE) -- Prestige Consumer Healthcare Inc. (NYSE:PBH) (“Prestige”) today announced that it has closed the previously announced acquisition of LaCorium Health (“LaCorium”), priced a private offering of $400 million in senior notes, and will report its first quarter fiscal 2027 results on August 6, 2026.
Completion of LaCorium Health Acquisition
The Company completed the acquisition on July 1, 2026. The closing was finalized pursuant to the terms of the definitive agreement announced on May 13, 2026, under which Prestige agreed to acquire LaCorium for approximately $150 million in cash. The Company financed the transaction with cash on hand and existing credit facilities.
Founded in Australia and introduced in 1998, LaCorium is a leader in Australian therapeutic skin care designed to treat individual skin ailments. Products are sold under the Dermal Therapy®, Flexitol®, and Crampeze® brands in need-state categories such as lip care (cold sores), skin care (eczema & acne), foot care (heel balm, antifungal), hair & scalp (eczema), and more. Approximately 75% of LaCorium’s sales are generated in Australia, where the brand holds the #1 market position in lip care and the #3 position in foot care.
LaCorium generates approximately $40 million in revenue annually and is expected to generate approximately $12 million in EBITDA, including the benefits from anticipated synergies, once the business is fully integrated. The Company expects LaCorium to deliver strong long-term revenue growth, supported by category growth, innovation, and continued geographic expansion.
Pricing of Senior Notes Offering
Prestige has also priced an offering of $400 million in aggregate principal amount of 6.25% senior notes due 2034 (the “notes”) in a private offering. The sale of the notes is expected to be completed on or about July 15, 2026, subject to customary closing conditions. The notes will be senior unsecured obligations of Prestige Brands, Inc. and will be guaranteed by the Company and certain of its domestic subsidiaries. The Company intends to use the net proceeds from the offering, together with cash on hand, to redeem all $400 million of Prestige’s’ outstanding 5.125% Senior Notes due January 2028, and to pay related fees and expenses. The change in interest expense is contemplated in Prestige’s medium-term outlook provided on May 13, 2026.
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.
First Quarter Fiscal 2027 Earnings Call
The Company will issue its fiscal 2027 first quarter earnings release on Thursday, August 6, 2026 before the market open. The Company will host a conference call to discuss the results that same morning at 8:30 a.m. ET.
Exhibit 99.2
To participate in the live Internet webcast of the conference call, it can be accessed from the Investor Relations page of www.prestigeconsumerhealthcare.com. To participate in the conference call via phone, participants may register for the call here to receive dial-in details and a unique pin. While not required, it is recommended to join 10 minutes prior to the event start.
A conference call replay will be available for approximately one week following completion of the live call and can be accessed on the Company’s Investor Relations page.
About Prestige Consumer Healthcare Inc.
Prestige Consumer Healthcare markets, sells, manufactures and distributes consumer healthcare products to retail outlets throughout the U.S. and Canada, Australia, and in certain other international markets. The Company’s diverse portfolio of brands include Breathe Right® nasal strips, Monistat® and Summer’s Eve® women's health products, BC® and Goody's® pain relievers, Clear Eyes® and TheraTears® eye care products, DenTek® specialty oral care products, Dramamine® motion sickness treatments, Fleet® enemas and glycerin suppositories, Chloraseptic® and Luden's® sore throat treatments and drops, Compound W® wart treatments, Little Remedies® pediatric over-the-counter products, Boudreaux’s Butt Paste® diaper rash ointments, Nix® lice treatment, Debrox® earwax remover, Gaviscon® antacid in Canada, and Hydralyte® rehydration products and the Fess® line of nasal and sinus care products in Australia. Visit the Company's website at www.prestigeconsumerhealthcare.com.
Note Regarding Forward-Looking Statements
This news release contains “forward-looking statements” within the meaning of the federal securities laws 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 “expected,” “will,” and “intends” (or the negative or other derivatives of each of these terms) or similar terminology. The “forward-looking statements” include, without limitation, statements regarding the Company’s expectations regarding the completion of the sale of the notes and the redemption of the 2028 notes. 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, including general economic and business conditions. A discussion of other factors that could cause results to vary is included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026 and other periodic reports filed with the Securities and Exchange Commission.
Investor Relations Contact
Phil Terpolilli, CFA, 914-524-6819