Prestige Consumer Healthcare Inc. · NYSE:PBH
Prestige Consumer Healthcare — Prestige Brands — Merger or Acquisition (December 2016)
24 slides from Prestige Consumer Healthcare's merger presentation, Dec 23, 2016
Slide 1: Announcement of Agreement to Acquire C.B. Fleet Company, Inc.
— a PrestigeBrands Announcement of Agreement to Acquire C.B. Fleet Company, Inc. December 23, 2016
Slide 2: Forward-looking statements
This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements regarding the expected timing for consummating the acquisition of Fleet; the acquisition’s impact on revenues, organic growth, cash flow, ear
Slide 3: Agenda for Today's Discussion
Agenda for Today's Discussion |. Transaction Summary N. Fleet» overview Laboratories, lll. | Strategic Rationale and Financial Highlights IV. The Road Ahead Se Announcement of Agreement to Acquire C.B. Fleet Company, Inc. PrestigeBrands 3
Slide 4: I. Transaction Summary
I. Transaction Summary Gaviscon and it's gone
Slide 5: Transaction Overview and Strategic Rationale
– Overview – – Strategic – Rationale – Expected Financing – Timing (1) Revenue figure as of LTM ending September, 2016 (2) Pro Forma Leverage ratio reflects net debt / covenant defined EBITDA
Slide 6: II. Fleet Overview
i. Fleet > overview Laboratories, Fleet. Summers Eve pe ISTE —“Pediastz — iar porn? (Denich ae BC} WMenicie Dramamine § Gaviscoll ,
Slide 7: Fleet Labs overview
Founded in 1869 Charles Browne Fleet founded Based in Lynchburg, VA 1869 Fleet Labs Leading, privately-held Consumer Healthcare Company that manufactures and markets a cohesive portfolio of market- leading brands in the Feminine Care, Gastrointestinal Care and Infant Care categories First disp
Slide 8: Category rank
Category Rank: Source: IRI MULO L52 week period ending 11/27/16
Slide 9: Revenue growth and mix by category
Gastrointestinal Care High Single Digits CAGR Feminine Care Infant Care 2013A 2014A 2015A 2016 Sept. LTM 16.8% Note: Pie chart refers to Fleet Revenue mix by category as of LTM ending September, 2016
Slide 10: The Most Comprehensive Feminine Hygiene Offering
The Most Comprehensive Feminine Hygiene Offering Summer's Eve SN Announcement of Agreement to Acquire C.B. Fleet Company, Inc. PrestigeBrands 10
Slide 11: Feminine Hygiene is the largest segment of Feminine Care
Feminine Hygiene represents the largest segment in the Total Feminine Care: ~$850 million nearly $850 million Feminine Care Category Vaginal Feminine Treatments Feminine Hygiene growth is meaningfully outpacing other Hygiene segments and accelerating behind shifts in consumers’ attitudes Intimac
Slide 12: Over 140 Years of Fast, Gentle, & Effective Relief
Over 140 Years of Serious Relief for Fast, Gentle, & Effective Keeping Kids Regular Let’s Kick Some Rash Serious Gas & Heartburn Relief 1970 1978 1953 2008 (Acquired 2012) (Acquired in 2011) Enemas, Anti-Gas Pediatric Laxatives Infant Care Glycerin Suppositories Source: IRI MULO L52 week period endi
Slide 13: Lynchburg, VA manufacturing facility
Wholly-owned 310,000 square foot facility in Lynchburg, VA on 14.9 acres Efficient and scalable manufacturing capabilities include blow molding, processing, filling and packaging ~65% of sales are manufactured in-house Strong network of trusted co-manufacturing partners largely located in th
Slide 14: III. Strategic Rationale and Financial Highlights
Ill. Strategic Rationale and Financial Highlights x Fleet. Summers Eve —, | = eyes. porns GETILT? MeniciNe Dramamine Gaviscol,
Slide 15: Strategic rationale
Attractive brand and category – Leading positions in highly attractive product categories – Superior growth profile with meaningful runway Well aligned with Prestige’s core competencies – Comparable go-to-market model – Ability to leverage supply chain and manufacturing competencies Clear path
Slide 16: Category growth
Source: IRI MULO+C-Store (Retail Dollar Sales)
Slide 17: Value creation opportunities
Leverage Prestige's scale to expand distribution Strengthen and accelerate international growth Invest meaningfully in Fleet’s brands and accelerate new product pipeline Broaden established leadership in women’s health Optimize operations to derive significant synergies Identify opportun
Slide 18: Pro forma revenue and mix
+ ~1.2x + ~5% pts ~ $1,000 ~85% ~ $800 ~80% Standalone Pro Forma Standalone Pro Forma Oral Care Dermalogicals + ~5% pts Women’s ~75% Health ~70% Eye & Ear Care Cough/Cold Gastrointestinal Analgesics Standalone Pro Forma Dollar values in millions Note: all charts refer to Revenue or Revenue mix as %
Slide 19: Financing and leverage
Transaction is expected to be financed with cash on hand, availability through Prestige’s existing credit facilities, the issuance of additional debt, and/or potential equity based on prevailing market conditions Bank defined Pro-Forma net debt / Pro Forma Adjusted EBITDA of approximately 5.8x(1
Slide 20: IV. The Road Ahead
IV. The Road Ahead Gaviscon and it's gone
Slide 21: Prestige investment highlights
Portfolio of recognizable brands in Strong and consistent cash flow Demonstrated track record of 8 attractive consumer healthcare driven by industry leading EBITDA acquisitions during the past 6 years industry margins, capital-lite business model Effective consolidation platform & significan
Slide 22: Acquisition history
North American Brands September 2010 December 2010 December 2011 April 2014 November 2015 December 2016 July 2013 April 2014
Slide 23: Prestige's Value Proposition
Prestige’s Value Proposition V1) oe © © ORI OI OEIO cL Superior Shareholder Value Creation — : CS Announcement of Agreement to Acquire C.B. Fleet Company, Inc. PrestigeBrands 23
Slide 24: Q&A
QeA Announcement of Agreement to Acquire C.B. Fleet Company, Inc. PrestigeBrands 24
Prestige Brands — Merger or Acquisition (December 2016) on 6ix