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Prestige Consumer Healthcare Announces Agreement to Acquire Breathe Right®, the Leader in Nasal Strips

(Moderate)
(Positive)

Prestige Consumer Healthcare (NYSE: PBH) agreed to acquire Breathe Right and other brands from Foundation Consumer Healthcare for $1.045 billion, or ~$900 million net of $150 million of anticipated tax benefits. The portfolio had ~ $200 million revenue and ~$95 million EBITDA for the twelve months ended Dec 31, 2025.

The deal values the business at 11.0x EBITDA (9.5x net of tax benefits), is expected to close in Prestige's first half fiscal 2027, will be financed with cash and a new term loan, and is projected to be immediately accretive and to drive deleveraging toward sub-3.0x net leverage by fiscal 2028.

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Positive

  • Acquisition price $1.045 billion
  • Acquired portfolio revenue ~$200 million
  • Acquired portfolio EBITDA ~$95 million
  • Valuation 11.0x EBITDA (9.5x net of tax benefits)
  • Immediate accretion to gross and EBITDA margins
  • Clear path to sub-3.0x net leverage by fiscal 2028

Negative

  • Expected pro-forma net leverage ~4.0x at closing
  • Deal subject to Hart-Scott Rodino clearance
  • Financing requires new Term Loan credit facility

News Market Reaction – PBH

+1.55%
4 alerts
+1.55% Session close to close
+2.0% Peak Tracked
$3.04B Market Cap
0.2x Rel. Volume

In the Mar 20 session, PBH gained 1.55%, reflecting a mild positive market reaction. Argus tracked a peak move of +2.0% during that session. Our momentum scanner triggered 4 alerts that day, indicating moderate trading interest and price volatility.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement adds a sizeable portfolio, including Breathe Right, with about $200 million in rev...
Analysis

This announcement adds a sizeable portfolio, including Breathe Right, with about $200 million in revenue and $95 million of EBITDA at a net valuation of roughly 9.5x. Management expects immediate accretion to margins and EPS, but also projects pro-forma net leverage around 4.0x at closing. Investors may watch future disclosures for integration progress, realized tax benefits of roughly $150 million, and the pace of deleveraging toward stated targets.

Key Figures

Transaction value: $1.045 billion Net purchase price: $900 million Tax benefits: $150 million +5 more
8 metrics
Transaction value $1.045 billion Purchase price for Breathe Right and related brands
Net purchase price $900 million Net of anticipated tax benefits valued at $150 million
Tax benefits $150 million Estimated present value of future tax savings
Acquired revenue $200 million Twelve months ended December 31, 2025
Acquired EBITDA $95 million Twelve months ended December 31, 2025
EBITDA multiple 11.0x Headline acquisition valuation before tax benefits
EBITDA multiple net tax 9.5x Valuation net of anticipated tax benefits
Pro-forma net leverage 4.0x Expected bank-defined net leverage at closing

Historical Context

4 past events · Latest: Feb 05 (Neutral)
Pattern 4 events
Date Event Sentiment 24h Move Catalyst
Feb 05 Q3 FY2026 earnings Neutral -2.2% Reported Q3 FY2026 results with narrowed full-year guidance and strong cash flow.
Jan 12 Earnings date set Neutral +1.8% Announced Q3 FY2026 earnings release date and ICR conference participation.
Nov 06 Q2 FY2026 earnings Positive +2.6% Q2 revenue ahead of outlook with raised EPS guidance and continued buybacks.
Oct 06 Earnings date set Neutral -0.5% Announced Q2 FY2026 earnings release timing and conference call details.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Earnings results and guidance updates have generally seen modest price reactions, with positive fundamentals tending to align with mild gains and informational releases producing mixed moves.

Recent Company History

Over the last few quarters, Prestige reported Q2 and Q3 FY2026 revenues of $274.1M and $283.4M, with adjusted EPS of $1.07 and $1.14, and reiterated or slightly raised full‑year guidance toward $1.1B in revenue and adjusted EPS around $4.54–$4.58. The company has actively repurchased shares and pursued acquisitions like Pillar5. Today’s Breathe Right acquisition continues that M&A-driven portfolio expansion pattern following softer recent quarterly trends.

Key Terms

ebitda, net leverage, term loan credit facility, hart-scott rodino antitrust improvements act of 1976, +3 more
7 terms
ebitda financial
"revenue of $200 million and EBITDA of $95 millionBreathe Right is an iconic"
EBITDA stands for earnings before interest, taxes, depreciation, and amortization. It measures a company's profitability by focusing on the money it makes from its core operations, ignoring expenses like taxes and accounting adjustments. Investors use EBITDA to compare how well different companies are performing financially, as it provides a clearer picture of operational success without the influence of financial structure or accounting choices.
View in glossary
net leverage financial
"Expected pro-forma bank-defined net leverage of approximately 4.0x at closing"
Net leverage measures how many years it would take for a company to pay off its outstanding debt using its annual operating cash flow, after subtracting cash on hand from total debt. Think of it like a household’s mortgage balance minus savings divided by yearly income; a lower number means the company is in a safer position to handle debt, while a higher number signals greater financial risk and potential pressure on profits or growth.
term loan credit facility financial
"plans to finance the acquisition with cash on hand and a new Term Loan credit facility."
A term loan credit facility is a formal borrowing arrangement from a bank or group of lenders that provides a company with a set amount of money to be repaid over a fixed period with interest, often in scheduled installments. For investors, it matters because it changes a company’s cash flow and debt load—similar to a mortgage for a business—affecting its ability to fund operations or growth, creditworthiness, and the risk that future earnings will be used to cover loan payments rather than returns to shareholders.
hart-scott rodino antitrust improvements act of 1976 regulatory
"including clearance under the Hart-Scott Rodino Antitrust Improvements Act of 1976."
A U.S. law that requires companies planning large mergers or acquisitions to notify federal antitrust regulators and observe a waiting period so authorities can review the deal for competition concerns. Think of it like asking a neighborhood committee for permission and time to check before two households combine: the review can delay, modify, or block a transaction, so investors watch HSR filings closely because they affect deal timing, completion risk, and potential value changes.
non-gaap financial
"In addition to financial information reported in accordance with generally accepted accounting principles (GAAP), this press release presents acquisition EBITDA which is a non-GAAP financial measure"
Non-GAAP refers to financial measures that companies use to show their earnings or performance without including certain expenses or income that are often added back to give a different picture. It matters because it can make a company's results look better or more favorable, but it may also hide important costs, so investors need to look at both GAAP (official rules) and non-GAAP numbers to get a full understanding.
View in glossary
net leverage ratio financial
"Net leverage ratio reflects net debt / covenant-defined EBITDA."
The net leverage ratio measures how much debt a company has compared to its available assets or earnings, after accounting for its cash and liquid assets. It helps investors understand how heavily a company relies on borrowed money to finance its operations and growth. A higher ratio indicates greater financial risk, while a lower ratio suggests a more cautious approach to borrowing.
covenant-defined ebitda financial
"Net leverage ratio reflects net debt / covenant-defined EBITDA."
The form of EBITDA that a loan or credit agreement explicitly defines for testing financial covenants; it sets the exact way earnings are calculated for determining compliance. Because lenders can allow or disallow specific add‑backs (like one‑time costs, restructuring charges, or noncash items), covenant‑defined EBITDA can differ materially from the EBITDA on financial statements, and it matters to investors because it directly affects a company’s ability to meet debt tests, pay dividends, or take other capital actions—think of it as measuring performance on a lender’s custom scale rather than a standard one.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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  • Entered agreement to acquire a portfolio of brands with revenue of $200 million and EBITDA of $95 million
  • Breathe Right is an iconic and category‑leading brand with strong margins and cash flow generation
  • Acquisition reinforces Prestige’s long-term organic growth algorithm
  • Transaction expected to close in Prestige’s first half fiscal 2027

TARRYTOWN, N.Y., March 20, 2026 (GLOBE NEWSWIRE) -- Prestige Consumer Healthcare Inc. (the “Company” or “Prestige”) (NYSE: PBH) today announced that it has entered into a definitive agreement to acquire the Breathe Right® brand and certain other brands from Foundation Consumer Healthcare for $1.045 billion, or approximately $900 million net of anticipated tax benefits valued at $150 million.

Breathe Right®, created in the 1990s, is an iconic #1 brand synonymous with the nasal strip category and represents expansion into a new category for Prestige. Its drug-free nasal strips serve multiple consumer “better breathing” needs, such as sleep wellness, snoring, athletic performance, allergy relief, congestion relief and more. The brand is widely distributed throughout the United States, where it holds the leading position in the category, and is sold internationally, mainly concentrated in Europe, with further growth opportunity. The acquired portfolio also includes other established brands with loyal consumer followings, such as Dimetapp®, the #1 most trusted children’s cough and cold relief brand by pharmacists. 

“Today’s acquisition fits squarely within our disciplined M&A framework and the Breathe Right brand enhances our portfolio over the long-term. With its strong consumer awareness, Breathe Right is a trusted, multi-use consumer health solution in the attractive and growing sleep and better-breathing categories, with solid opportunity for long-term brand building. Similar to our approach with brands like Dramamine® in motion sickness, we’re acquiring a brand that is synonymous with its category, providing a strong foundation for sustained growth,” said Ron Lombardi, Chairman, President, and CEO of Prestige Consumer Healthcare.

“Operationally, the business uses a proven, asset-light model whose distribution channels and supplier relationships align well to our current business. Financially, the acquisition is highly attractive with strong margins, and we anticipate it to be accretive to gross and EBITDA margins as well as to EPS. These attributes are expected to drive incremental free cash flow that will enable rapid deleveraging towards the Company’s long-term leverage target,” he concluded.

Financial Highlights

  • Attractive financial profile, with approximately $200 million of revenue and approximately $95 million of EBITDA over the twelve months ended December 31, 2025
  • Breathe Right represents approximately two-thirds of the acquired portfolio’s revenue and profitability and will be the largest brand in Prestige’s portfolio
  • Remaining portfolio is highlighted by Dimetapp® and Anbesol®, two long-standing brands in the children’s cold relief and oral pain relief categories, respectively
  • Reinforces Prestige’s long-term organic sales growth target of 2-3%
  • Immediately accretive to Prestige’s gross and EBITDA margins
  • Attractive valuation of 11.0x EBITDA, or approximately 9.5x EBITDA net of anticipated tax benefits, reflecting the benefit of the $150 million estimated present value of future tax savings
  • Expected pro-forma bank-defined net leverage of approximately 4.0x at closing, and a clear path to return to below 3.0x net leverage (the Company’s long-term leverage target) in fiscal 2028 driven by strong free cash flow generation

Transaction Details

The Company plans to finance the acquisition with cash on hand and a new Term Loan credit facility.   The transaction is expected to close during the first half fiscal 2027, subject to certain closing conditions, including clearance under the Hart-Scott Rodino Antitrust Improvements Act of 1976.

Conference Call

Management will host a webcast to discuss the acquisition this morning March 20 at 8:30 a.m. ET. To participate in the conference call via phone, participants may register for the call here to receive dial-in details and a unique pin. The webcast can be accessed at www.prestigeconsumerhealthcare.com.   A slide presentation will accompany the call and can be accessed from the Investors section of the Company’s website, www.prestigeconsumerhealthcare.com.

Non-GAAP and Other Financial Information

In addition to financial information reported in accordance with generally accepted accounting principles (GAAP), this press release presents acquisition EBITDA which is a non-GAAP financial measure and represents earnings before interest, taxes, depreciation and amortization, as adjusted. Management believes the presentation of EBITDA provides useful additional information to investors about scale of operations in relation to Prestige. Net leverage ratio reflects net debt / covenant-defined EBITDA.

Note Regarding Forward-Looking Statements

This news release contains "forward-looking statements" within the meaning of the federal securities laws that are intended to qualify for the Safe Harbor from liability established by the Private Securities Litigation Reform Act of 1995. "Forward-looking statements" generally can be identified by the use of forward-looking terminology such as "outlook," “anticipate,” "may," "will," "would," “believe,” "expect," “opportunity,” "enable,” or "continue" (or the negative or other derivatives of each of these terms) or similar terminology. The "forward-looking statements" include, without limitation, statements regarding the timing of the closing of the acquisition; the tax benefits from the acquisition; the Company’s ability to expand the acquired brand portfolio and create growth; the impact of the acquisition on the Company’s gross margin, EBITDA margin, free cash flow, organic sales growth, and net leverage; and the Company’s ability to rapidly delever. These statements are based on management's estimates and assumptions with respect to future events and financial performance and are believed to be reasonable, though are inherently uncertain and difficult to predict. Actual results could differ materially from those expected as a result of a variety of factors, including the impact of business, financial market and economic conditions, including as a result of interest rates, market volatility, evolving U.S. and international tariffs and trade actions, inflation and geopolitical instability, consumer trends, the impact of the Company’s advertising and marketing and new product development initiatives, customer inventory management initiatives, fluctuating foreign exchange rates, competitive pressures, the ability to meet the acquisition’s closing conditions, and the ability of the Company’s manufacturing operations and third party manufacturers and logistics providers and suppliers to meet demand for its products and to avoid inflationary cost increases and disruption. A discussion of other factors that could cause results to vary is included in the Company's Annual Report on Form 10-K for the year ended March 31, 2025 and other periodic reports filed with the Securities and Exchange Commission.

Advisors

Citi is acting as exclusive advisor to Prestige on the transaction and Alston & Bird is acting as legal advisor.   Canaccord Genuity LLC is acting as exclusive financial advisor to Foundation Consumer Healthcare on the transaction and Skadden, Arps, Slate, Meagher & Flom is acting as legal advisor.

About Prestige Consumer Healthcare Inc.

Prestige Consumer Healthcare is a leading consumer healthcare products company with sales throughout the U.S. and Canada, Australia, and in certain other international markets. The Company’s diverse portfolio of brands include Monistat® and Summer’s Eve® women's health products, BC® and Goody's® pain relievers, Clear Eyes® and TheraTears® eye care products, DenTek® specialty oral care products, Dramamine® motion sickness treatments, Fleet® enemas and glycerin suppositories, Chloraseptic® and Luden's® sore throat treatments and drops, Compound W® wart treatments, Little Remedies® pediatric over-the-counter products, Boudreaux’s Butt Paste® diaper rash ointments, Nix® lice treatment, Debrox® earwax remover, Gaviscon® antacid in Canada, and Hydralyte® rehydration products and the Fess® line of nasal and sinus care products in Australia. Visit the Company's website at www.prestigeconsumerhealthcare.com.

Investor Relations Contact

Phil Terpolilli, CFA, 914-524-6819
irinquiries@prestigebrands.com

Source: Prestige Consumer Healthcare Inc.


FAQ

What did Prestige (PBH) announce on March 20, 2026 about Breathe Right?

Prestige announced it will acquire Breathe Right and other brands for $1.045 billion, net ~$900 million after tax benefits. According to the company, the portfolio generated approximately $200 million in revenue and $95 million in EBITDA for the twelve months ended December 31, 2025.

How will the Breathe Right acquisition affect PBH's earnings and margins?

The acquisition is expected to be immediately accretive to gross and EBITDA margins and to EPS. According to the company, strong margins and cash flow from Breathe Right should drive incremental free cash flow for rapid deleveraging.

What valuation multiple did Prestige pay for the Breathe Right portfolio (PBH)?

Prestige paid an 11.0x EBITDA multiple, or about 9.5x EBITDA net of estimated tax benefits. According to the company, the $150 million present value of tax benefits reduces the effective enterprise valuation.

When is the PBH acquisition of Breathe Right expected to close and how is it financed?

The transaction is expected to close in Prestige's first half fiscal 2027 and will be funded with cash on hand plus a new Term Loan. According to the company, closing is subject to customary conditions including HSR antitrust clearance.

What is the projected leverage impact on Prestige (PBH) after the Breathe Right deal?

Pro-forma bank-defined net leverage is expected to be approximately 4.0x at closing with a path to below 3.0x by fiscal 2028. According to the company, strong free cash flow generation will drive rapid deleveraging toward its long-term target.