Prestige Consumer Healthcare Inc. 8-K

What Happened

• Prestige Consumer Healthcare Inc. (via its wholly owned subsidiary Prestige Brands, Inc.) entered into a definitive Asset Purchase Agreement on March 19, 2026 to acquire certain assets and assume certain liabilities related to a portfolio of over‑the‑counter consumer health products, including Breathe Right, from Foundation Consumer Brands, LLC for $1.045 billion in cash. The Company filed the related Form 8‑K on March 20, 2026 and began using an investor presentation about the Transaction on March 19, 2026.

Key Details

• Purchase price: $1.045 billion in cash.
• Parties: Purchaser — Prestige Brands, Inc. (a Delaware corp., wholly owned by Prestige Consumer Healthcare); Seller — Foundation Consumer Brands, LLC.
• Timing & conditions: Transaction expected to close in the first half of fiscal 2027, subject to customary closing conditions and Hart‑Scott‑Rodino antitrust clearance; either party may terminate if closing has not occurred before July 20, 2026 (subject to exceptions).
• Protections & limits: The Asset Purchase Agreement includes customary reps, warranties, covenants and indemnities; Prestige obtained representation & warranty insurance that serves as Purchaser’s sole recourse for breaches of the seller’s reps and warranties except in cases of fraud.

Why It Matters

• This is a material acquisition for Prestige: a $1.045B cash purchase that adds the Breathe Right brand and other OTC products to the company’s portfolio. The deal is subject to regulatory clearance and customary closing conditions, and contains contractual limits on remedies (including R&W insurance), which investors should note. Prestige plans to file the Asset Purchase Agreement as an exhibit to its upcoming Form 10‑K, and investors should watch for further disclosure on financing, integration plans, regulatory approvals, and any material updates to timing or terms.