Prestige Brands Holdings, Inc. (NYSE: PBH) (the "Company") previously announced that, on March 10, 2010, its wholly-owned subsidiary Prestige Brands, Inc. ("Prestige Brands") commenced a cash tender offer (the "Tender Offer") for any and all of its 9 ¼% Senior Subordinated Notes due 2012 (the "Notes"), of which $126 million aggregate principal amount were outstanding at that time. In conjunction with the Tender Offer, Prestige Brands solicited consents (the "Consent Solicitation" and together with the Tender Offer, the "Offer") to adopt proposed amendments to the indenture under which the Notes were issued, dated as of April 6, 2004, (and as supplemented, the "Indenture"), that, among other things, eliminated substantially all of the restrictive covenants and certain events of default in the Indenture, and shortened the minimum notice period for a redemption from 30 days to three business days. On March 24, 2010, the Company announced that as of 5:00 pm, New York City time, on March 23, 2010 (the "Consent Payment Deadline"), $97,913,000 aggregate principal amount of the Notes had been validly tendered and not withdrawn, which represented 77.71% of the outstanding aggregate principal amount of the Notes. Prestige Brands accepted for purchase and payment all of such tendered Notes. As of the Consent Payment Deadline, consents from holders of 77.71% also had been received and not withdrawn, representing a sufficient amount to approve the proposed amendments, and on March 24, 2010, a supplement to the Indenture was executed effecting the proposed amendments.
On March 24, 2010, Prestige Brands delivered to the trustee of the Notes irrevocable instructions to redeem, on or about April 15, 2010, all Notes that were not tendered pursuant to the Tender Offer on or before the Expiration Date.
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.