aibioPrestige Brands sells $400.0 million of 6.250% senior notes due 2034
Tickers PBH
Prestige Brands, a subsidiary of Prestige Consumer Healthcare, issued $400.0 million of 6.250% senior notes due 2034. The 8-K names no placement agent, underwriter or advisor and does not say how the proceeds will be used. The parent's annual report says Walmart and Amazon were its only customers above 10% of gross revenues during 2026.
Key facts
- Company
- Prestige Consumer Healthcare Inc. (NYSE: PBH)
- News type
- Debt Financing
- Primary source
- SEC filing (Form 8-K)
Prestige Brands, Inc., a wholly owned subsidiary of Prestige Consumer Healthcare Inc. (NYSE: PBH), issued $400.0 million aggregate principal amount of 6.250% senior notes due 2034 on July 15, 2026. The notes were issued under an indenture dated the same day among Prestige Brands, the guarantors named in it, including the parent, and U.S. Bank Trust Company, National Association, as trustee. The 8-K was signed by Christine Sacco, the company's chief financial officer and chief operating officer. The notes were sold to qualified institutional buyers under Rule 144A and to persons outside the United States under Regulation S, so they were not registered with the SEC. The filing names no placement agent, underwriter or advisor for the offering.
Terms of the notes
Interest is payable on January 15 and July 15 of each year, beginning January 15, 2027, until the notes mature on July 15, 2034. The notes are senior unsecured obligations of Prestige Brands. The parent and certain existing and future domestic restricted subsidiaries guarantee them on an unsecured senior basis.
Prestige Brands may redeem all or part of the notes on or after July 15, 2029, at the redemption prices in the indenture. Before that date it may redeem them at a make-whole premium, and it may redeem up to 40% of the principal with the net proceeds of certain equity offerings. After a change of control, it must offer to buy the notes at 101% of principal plus accrued interest, subject to certain limitations.
The indenture restricts the company and certain subsidiaries from incurring or guaranteeing more debt, paying dividends, granting liens, selling assets, merging and entering into affiliate transactions. The filing says those covenants are subject to a number of important exceptions and qualifications. Its events of default include nonpayment, breaches of other indenture terms, a failure to pay certain other indebtedness, unpaid judgments for certain amounts, and bankruptcy or insolvency.
The filing does not say how Prestige Brands will use the proceeds.
Customers and plants
The parent's annual report for the fiscal year ended March 31, 2026, filed May 14, 2026, says the company depends on a limited number of customers, with whom it has no long-term agreements, for a large portion of its gross revenues. During 2026, Walmart and Amazon accounted for approximately 20% and 15% of gross revenues. They were the only customers above 10%. The report expects its top ten customers, including those two, to keep accounting for a large and potentially increasing share of sales.
The company typically does not enter into long-term contracts, so customers could stop buying or cut their orders at any time, and the company would have no recourse. The report says retailers increasingly sell private labels, which are typically priced lower, and that competitors may try to gain share by pricing at or below Prestige's prices. Many customers have sought lower pricing, better terms and additional trade spend, the report adds.
Distribution in the United States runs through one primary third-party distribution center in Clayton, Indiana. Three manufacturing facilities in the United States, Canada and Australia make products representing 21% of gross revenues. The report warns that a disruption at any of those sites could stop it from meeting customer demand.
Earnings and cash
The financial data in the annual report show net income of $190.3 million for the fiscal year ended March 31, 2026, against $214.6 million for the year before. Cash provided by operations was $257.6 million in fiscal 2026, up from $251.5 million in fiscal 2025. The same report gives cash and cash equivalents of $97.9 million at March 31, 2025.
Against those cash flows, the new notes add $400.0 million of fixed-rate debt. The filing does not say what the company will do with the money, and the first interest payment falls due on January 15, 2027.
What comes next
The filing sets the next dated items: the first interest payment on January 15, 2027, and the start of the redemption window on July 15, 2029. Holders' protection in a sale of the company rests on the 101% offer, which the filing says is subject to certain limitations.