{"url_path":"/sec/pbh/8-k/2026-06-16/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-16","source_url":"https://www.sec.gov/Archives/edgar/data/1295947/0001104659-26-074259-index.html","accession_number":"0001104659-26-074259","cik":"0001295947","ticker":"PBH","issuer_name":"Prestige Consumer Healthcare Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1295947/0001104659-26-074259-index.html","primary_entity_key":"0001295947","primary_entity_name":"Prestige Consumer Healthcare Inc."},"word_count":1074,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive Agreement.**\n\n** **\n\nNew Term Loan Facility\n\n \n\nOn June 12, 2026 (the “Closing\nDate”), Prestige Consumer Healthcare Inc. (the “Company”) and its wholly-owned subsidiary, Prestige Brands, Inc. (the\n“Borrower”), entered into that certain Term Loan Credit Agreement (the “Term Loan Credit Agreement”) by and among\nthe Company, the Borrower, certain other subsidiaries of the Company as guarantors, Citibank, N.A. as administrative agent, the lenders\nparty thereto and Citibank, N.A., Barclays Bank PLC, Morgan Stanley Senior Funding Inc., Goldman Sachs Bank USA and RBC Capital Markets,\nas joint lead arrangers and joint bookrunners.\n\n \n\nProceeds of term loans borrowed\nunder the Term Loan Credit Agreement in the amount of $1.045 billion were used to finance the Transactions (as defined below) that occurred\non the Closing Date, together with fees and expenses incurred in connection with the closing of the Term Loan Credit Agreement and the\nTransactions. The Term Loan Credit Agreement also permits, subject to the satisfaction of certain conditions as more specifically set\nforth in the Term Loan Credit Agreement, a second draw (on an uncommitted basis) of term loans in an amount not to exceed $95.0 million\nthat may be used by the Borrower to finance, in part, the previously announced acquisition of LaCorium Health (the “LaCorium\nAcquisition”), which is expected to close in the second quarter of fiscal 2027, together with fees and expenses incurred in connection\nwith the LaCorium Acquisition. The Term Loan Credit Agreement also allows the Company to borrow additional funds under the Term Loan Credit\nAgreement on an uncommitted basis, subject to certain limitations and conditions set forth in the Term Loan Credit Agreement.\n\n \n\nTerm loans borrowed under\nthe 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\n(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\nTerm SOFR plus 1.00%. Term SOFR shall never be less than 0% and such base rate shall never be lower than 1.00%\n\n \n\nThe Term Loan Credit Agreement\nrequires the Borrower to make quarterly amortization payments equal to 0.25% of the aggregate principal amount of the term loans made\non the Closing Date, plus the aggregate principal amount of any additional term loans advanced to fund the LaCorium Acquisition. The Borrower\nis permitted to prepay all or a portion of the term loans under the Term Loan Credit Agreement at any time, subject to a 1.0% premium\nif the Borrower effects a certain repricing transactions (where the primary purpose thereof is to lower the all-in yield of the Term Loan\nCredit Agreement) in the first six months after the Closing Date. Borrowings under the Term Loan Credit Agreement are subject to mandatory\nprepayments with the net cash proceeds of certain issuances of debt, certain asset sales and other dispositions and certain casualty events,\nand, starting with the fiscal year ending March 31, 2028, with a portion of excess cash flow if the Company’s consolidated first\nlien net leverage ratio is greater than 2.75 to 1.00. Repayment of borrowings under the Term Loan Credit Agreement will be subject to\nacceleration upon the occurrence of certain customary events of default, including payment defaults, covenant defaults, breaches of representations\nand warranties, cross-defaults and cross-acceleration to material indebtedness, certain events of bankruptcy, material attachments, material\njudgments, actual or asserted failure of material loan or security documents to be in force and effect or create valid liens, change of\ncontrol and certain ERISA events.\n\n \n\nThe Borrower’s obligations\nunder the Term Loan Credit Agreement are unconditionally guaranteed by the Company and certain of its domestic wholly-owned subsidiaries,\nother than the Borrower. Each of these guarantees is joint and several. The Borrower’s obligations\nunder the Term Loan Credit Agreement, together with the guarantees, are secured by a perfected security interest in substantially all\nof the Borrower’s and the guarantors’ assets.\n\n \n\nThe Term Loan Credit Agreement\ncontains certain customary affirmative and negative covenants, including limitations on the Company’s ability and the ability of\nthe Company’s restricted subsidiaries to: create or incur liens, make loans, investments and acquisitions, incur additional indebtedness,\nconsolidate, merge or sell all or substantially all of its assets, sell, transfer or otherwise dispose of assets, pay dividends or make\nother distributions or repurchase or redeem the Company’s capital stock, change the nature of its business, enter into certain transactions\nwith affiliates, enter into agreements restricting the Borrower’s restricted subsidiaries’ ability to pay dividends, make\ncertain accounting changes and prepay, redeem or repurchase subordinated indebtedness or make certain modifications thereto.\n\n \n\n \n\n \n\nAmendment to ABL Credit Agreement\n\n \n\nAdditionally, on the Closing\nDate, the Company and the Borrower entered into Amendment No. 10 (the “ABL Amendment”) to the credit agreement governing the\nCompany’s asset-based revolving line of credit (as amended, the “ABL Credit Agreement”) originally entered into on January\n31, 2012, by and among the Company, the Borrower, certain subsidiaries party thereto as guarantors, the lenders party thereto and Citibank,\nN.A., as the administrative agent. Among other modifications, the ABL Amendment (i) increased the aggregate commitments under the ABL\nCredit Facility to $225 million and (ii) extended the maturity date of the ABL Credit Agreement to the date that is five years from the\nClosing Date. In addition, proceeds of borrowings under the ABL Credit Agreement may be used for the LaCorium Acquisition if after giving\neffect to such borrowing, excess availability under the ABL Credit Agreement is no less than the greater of (A) $30,625,000 and (B) 17.5%\nof the lesser of (i) aggregate commitments under the ABL Credit Agreement and (ii) the borrowing base under the ABL Credit Agreement.\n\n \n\nThe administrative agents\nand certain of the parties to the Term Loan Credit Agreement and the ABL Credit Agreement and certain of their respective affiliates have\nperformed in the past, and may perform in the future, banking, investment banking or other advisory services for the Company and its affiliates\nfrom time to time for which they have received, or will receive, customary fees and expenses.\n\n \n\nThe foregoing descriptions\nof the Term Loan Credit Agreement, the ABL Amendment and the transactions contemplated thereby do not purport to be complete and are qualified\nin their entirety by reference to the Term Loan Credit Agreement and the ABL Amendment, copies of which will be filed as exhibits to the\nCompany’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026."}