PRESTIGE BRANDS HOLDINGS, INC. (NYSE:PBH) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of Assets.

On January 26, 2017, Prestige Brands Holdings, Inc. (the “Company”) completed its previously announced acquisition of C.B. Fleet Company, Inc. (“Fleet”) to the Agreement and Plan of Merger, dated as of December 22, 2016, by and among Medtech Products, Inc., AETAGE LLC, C.B. Fleet TopCo, LLC, and Gryphon Partners 3.5, L.P. (the “Merger Agreement”). As a result of the merger contemplated by the Merger Agreement, the Company acquired multiple feminine hygiene, gastrointestinal care and infant care over-the-counter (OTC) brands, including Summer’s Eve®, Fleet®, and Pedia-Lax®, as well as a “mix and fill” manufacturing facility in Lynchburg Virginia. The purchase price was $825 million, subject to certain adjustments based on the cash, indebtedness, transaction expenses, and working capital of Fleet and its subsidiaries at the closing. The purchase price was funded by available cash on hand, additional borrowings under the Company’s asset-based revolving credit facility, and a new $740 million senior secured incremental term loan.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which the Company intends to file with its Quarterly Report on Form 10-Q for the quarter ended December 31, 2016.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The required financial statements of the Fleet business will be filed through an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date that this Current Report on Form 8-K was required to be filed.

(b) Pro Forma Financial Information.

The required pro forma financial information of the Company will be filed through an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date that this Current Report on Form 8-K was required to be filed.

About PRESTIGE BRANDS HOLDINGS, INC. (NYSE:PBH)

Prestige Brands Holdings, Inc. is engaged in the marketing, sales and distribution of over-the-counter healthcare and household cleaning products. The Company operates through three segments: North American Over-the-Counter (OTC) Healthcare; International Over-the-Counter Healthcare, and Household Cleaning. Its portfolio of OTC healthcare products includes core brands, such as DenTek specialty oral care products, Monistat women’s health products, Nix lice treatment, Chloraseptic sore throat treatments, Clear Eyes eye care products, Compound W wart treatments, The Doctor’s NightGuard dental protector, Little Remedies pediatric over-the-counter products, Efferdent denture care products, Luden’s throat drops, Dramamine motion sickness treatment, BC and Goody’s pain relievers, Beano gas prevention, Debrox earwax remover, and Gaviscon antacid. The Company’s portfolio of Household Cleaning brands includes the Chore Boy, Comet and Spic and Span brands.

PRESTIGE BRANDS HOLDINGS, INC. (NYSE:PBH) Recent Trading Information

PRESTIGE BRANDS HOLDINGS, INC. (NYSE:PBH) closed its last trading session down -0.13 at 52.50 with 183,336 shares trading hands.