Prestige Consumer Healthcare closes $1.045B Breathe Right acquisition, financed with new term loan

Prestige Consumer Healthcare Inc. (NYSE:PBH) (“Prestige”) today announced that it has closed the previously announced acquisition of the Breathe Right® brand and certain other brands.

The Company financed the transaction with a combination of available cash on hand and a completed financing of a new Term Loan B.

On June 12, 2026, the Borrower and Medtech Products Inc. (“MedTech”), a wholly-owned subsidiary of the Company, completed the previously announced acquisition of Breathe Right® and certain other brands (the “Breathe Right Business”) from Foundation Consumer Brands, LLC and certain of its affiliates, pursuant to an Asset Purchase Agreement, dated as of March 19, 2026 (the “Purchase Agreement”), for a purchase price of $1.045 billion in cash (the “Transaction”).

On June 12, 2026 (the “Closing Date”), Prestige Consumer Healthcare Inc. (the “Company”) and its wholly-owned subsidiary, Prestige Brands, Inc. (the “Borrower”), entered into 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.

Proceeds of term loans borrowed under the Term Loan Credit Agreement in the amount of $1.045 billion were used to finance the Transactions (as defined below) that occurred on the Closing Date, together with fees and expenses incurred in connection with the closing of the Term Loan Credit Agreement and the Transactions.

Term loans borrowed under the Term Loan Credit Agreement bear interest, at the Borrower’s option, at a rate per annum equal to (i) Term SOFR plus 2.00% or (ii) an alternate base rate based on the highest of Citibank, N.A.’s prime rate, the overnight Federal Funds Rate plus 0.50% and Term SOFR plus 1.00%. Term SOFR shall never be less than 0% and such base rate shall never be lower than 1.00%

Additionally, on the Closing Date, the Company and the Borrower entered into Amendment No. 10 (the “ABL Amendment”) to the credit agreement governing the Company’s asset-based revolving line of credit (as amended, the “ABL Credit Agreement”) originally entered into on January 31, 2012, by and among the Company, the Borrower, certain subsidiaries party thereto as guarantors, the lenders party thereto and Citibank, N.A., as the administrative agent. Among other modifications, the ABL Amendment (i) increased the aggregate commitments under the ABL Credit Facility to $225 million and (ii) extended the maturity date of the ABL Credit Agreement to the date that is five years from the Closing Date.

Borrowings under the Term Loan Credit Agreement are subject to mandatory prepayments with the net cash proceeds of certain issuances of debt, certain asset sales and other dispositions and certain casualty events, and, starting with the fiscal year ending March 31, 2028, with a portion of excess cash flow if the Company’s consolidated first lien net leverage ratio is greater than 2.75 to 1.00.

The Borrower’s obligations under the Term Loan Credit Agreement are unconditionally guaranteed by the Company and certain of its domestic wholly-owned subsidiaries, other than the Borrower. Each of these guarantees is joint and several. The Borrower’s obligations under the Term Loan Credit Agreement, together with the guarantees, are secured by a perfected security interest in substantially all of the Borrower’s and the guarantors’ assets.

On June 15, 2026, the Company issued a press release announcing the Company’s entry into the Term Loan Credit Agreement, the ABL Amendment and the completion of the Transaction.