EL PASO, Texas--(BUSINESS WIRE)--Jun. 30, 2014--
Helen of Troy Limited (NASDAQ, NM:HELE), designer, developer and
worldwide marketer of brand-name housewares, healthcare/home environment
and personal care consumer products, announced that it has completed its
previously-announced acquisition of Healthy Directions, LLC and its
subsidiaries (Healthy Directions), a U.S. market leader in premium
doctor-branded vitamins, minerals and supplements (VMS), as well as
other health products sold directly to consumers, for approximately $195
million in cash, subject to certain customary closing adjustments. The
sellers are certain funds controlled by American Securities, LLC and ACI
Capital Co., LLC.
On a trailing twelve month basis through March 2014, the acquisition
implies a multiple of less than 8.0 times adjusted EBITDA. The
acquisition is expected to be accretive on a cash flow, adjusted EBITDA
and adjusted EPS basis.
Tim Meeker, Chairman of the Board, commented: “We are very pleased to
complete the acquisition of Healthy Directions, which is in line with
our stated goal of investing our cash flow for the benefit of our
shareholders. Following this acquisition, we continue to have an
attractive debt to adjusted EBITDA ratio of less than 3.0 times. The
cash flow generation of our business and the additional capacity of our
recently revised revolving credit facility provides us with sufficient
financial resources to support our current brands and businesses,
evaluate strategic acquisitions, and repurchase outstanding shares.”
Julien R. Mininberg, Chief Executive Officer, stated: “The addition of
Healthy Directions to our growing portfolio of market-leading health and
wellness businesses is a great strategic fit for Helen of Troy. The
advantages of Healthy Directions’ business model are expected to drive
continued positive sales and earnings opportunities for its core
business and other health and wellness businesses at Helen of Troy.
These advantages include its direct-to-consumer distribution model, its
stable of highly regarded doctor-branded VMS offerings, its consumable
product offering that encourages repeat purchase, and its solid top line
momentum. Healthy Directions is poised to continue capitalizing on the
expected growth in the VMS market and the growth in its core demographic
of those aged 55-plus. I would like to take this opportunity to welcome
the entire Healthy Directions team to the Helen of Troy family and look
forward to many years of profitable growth together.”
Connie Hallquist, Chief Executive Officer of Healthy Directions, stated:
“I am pleased that we are officially joining the Helen of Troy family
today. We look forward to being a part of the continued success of Helen
of Troy. I believe Healthy Directions will benefit greatly from the
additional financial and operational resources Helen of Troy provides
us, as well as opportunities to work with their strong stable of brands
and products, paving the way for even greater growth potential in the
years ahead.”
J.P. Morgan Securities LLC acted as an exclusive financial advisor to
Helen of Troy Limited on the acquisition of Healthy Directions.
Additionally, JPMorgan Chase Bank, N.A. and Bank of America, N.A.
provided committed financing for the transaction. Houlihan Lokey served
as exclusive financial advisor and assisted in structuring and
negotiating the transaction on behalf of Healthy Directions. Baker &
McKenzie LLP acted as legal counsel to Helen of Troy Limited in
connection with the transaction. Kaye Scholer LLP acted as legal counsel
to Healthy Directions.
On June 11, 2014, Helen of Troy entered into a Fourth Amendment to its
Credit Agreement (the “Amendment”) with Bank of America, N.A., and other
lenders. The Amendment increased the unsecured revolving commitment of
the Credit Agreement from $375 million to $570 million and permitted the
acquisition of Healthy Directions.
The above matters are more fully described in public filings that have
been filed by Helen of Troy with the Securities and Exchange Commission,
which are available on the Investor Relations portion of Helen of Troy’s
website at www.hotus.com.
About Helen of Troy Limited:
About Helen of Troy Limited: Helen of Troy Limited is a leading
global consumer products company offering creative solutions for its
customers through a strong portfolio of well-recognized and
widely-trusted brands, including: Housewares: OXO®, Good
Grips®, Soft Works®, OXO tot® and OXO Steel®; Healthcare/Home
Environment: Vicks®, Braun®, Honeywell®, PUR®, Febreze®,
Stinger®, Duracraft® and SoftHeat®; and Personal Care:
Revlon®, Vidal Sassoon®, Dr. Scholl's®, TONI&GUY®, Sure®, Pert®,
Infusium23®, Brut®, Ammens®, Hot Tools®, Bed Head®, Karina®, Sea Breeze®
and Gold 'N Hot®. The Honeywell® trademark is used under license from
Honeywell International Inc. The Vicks®, Braun®, Febreze® and Vidal
Sassoon® trademarks are used under license from The Procter & Gamble
Company. The Revlon® trademark is used under license from Revlon
Consumer Products Corporation. The Bed Head® trademark is used under
license from Unilever PLC. The Dr. Scholl's® trademark is used under
license from MSD Consumer Care, Inc.
For in-depth information about Helen of Troy, please visit www.hotus.com.
About Healthy Directions
Healthy Directions, LLC, a direct-to-consumer retailer and leading
health publisher of doctor-formulated nutritional
supplements and skincare
products, is dedicated to helping people lead healthier, happier
lives. Healthy Directions provides expert guidance and advanced
nutritional supplements from some of America’s most knowledgeable and
highly respected integrative- and alternative-health doctors including Julian
Whitaker, MD, Dr.
David Williams, Stephen
Sinatra, MD, Aaron
Tabor, MD, Susan Lark, MD, Richard
Wurtman, MD, and Joseph
Pergolizzi, Jr., MD.
Non-GAAP Financial Measures:
Adjusted EBITDA and adjusted EPS are considered non-GAAP financial
measures. Adjusted EBITDA is defined as earnings before interest,
taxes, depreciation, amortization, non-cash asset impairment charges and
non-cash share based compensation. Adjusted EPS is defined as
earnings per share excluding transaction costs and amortization of
intangible assets related to the acquisition.
Forward Looking Statements:
This press release may contain forward-looking statements, which are
subject to change. The forward-looking statements are made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform
Act of 1995. Any or all of the forward-looking statements may turn out
to be wrong. They can be affected by inaccurate assumptions or by known
or unknown risks and uncertainties. Many of these factors will be
important in determining the Company's actual future results.
Consequently, no forward-looking statement can be guaranteed. Actual
future results may vary materially from those expressed or implied in
any forward-looking statements. The forward-looking statements are
qualified in their entirety by a number of risks that could cause actual
results to differ materially from historical or anticipated results.
Generally, the words "anticipates", "estimates", "believes", "expects",
"plans", "may", "will", "should", "seeks", "project", "predict",
"potential", "continue", "intends", and other similar words identify
forward-looking statements. The Company cautions readers not to place
undue reliance on forward-looking statements. The Company intends its
forward-looking statements to speak only as of the time of such
statements, and does not undertake to update or revise them as more
information becomes available. The forward-looking statements contained
in this press release should be read in conjunction with, and are
subject to and qualified by, the risks described in the Company's
Form 10-K for the year ended February 28, 2014 and in our other filings
with the SEC. Investors are urged to refer to the risk factors referred
to above for a description of these risks. Such risks include, among
others, the departure and recruitment of key personnel, the Company's
ability to deliver products to our customers in a timely manner, the
costs of complying with the business demands and requirements of large
sophisticated customers, the Company's relationship with key customers
and licensors, our dependence on the strength of retail economies and
vulnerabilities to an economic downturn, expectations regarding
acquisitions and the integration of acquired businesses, exchange
rate risks, disruptions in U.S., European and other international credit
markets, risks associated with weather conditions, the Company’s
dependence on foreign sources of supply and foreign manufacturing, the
impact of changing costs of raw materials and energy on cost of goods
sold and certain operating expenses, the Company's geographic
concentration of certain U.S. distribution facilities, which increases
our exposure to significant shipping disruptions and added shipping and
storage costs, difficulties encountered during the transition to the
Company’s new distribution facility could interrupt the Company’s
logistical systems and cause shipping disruptions, the Company's
projections of product demand, sales, net income and earnings per share
are highly subjective and our future net sales revenue and net income
could vary in a material amount from such projections, circumstances
that may contribute to future impairment of goodwill, intangible or
other long-lived assets, the risks associated with the use of trademarks
licensed from and to third parties, the Company's ability to develop and
introduce innovative new products to meet changing consumer preferences,
trade barriers, exchange controls, expropriations, and other risks
associated with foreign operations, the Company’s debt leverage and the
constraints it may impose, the costs, complexity and challenges of
upgrading and managing our global information systems, the risks
associated with information security breaches, the risks associated with
tax audits and related disputes with taxing authorities, potential
changes in laws, including tax laws, and the Company's ability to
continue to avoid classification as a controlled foreign corporation.
Source: Helen of Troy Limited
Investor:
ICR, Inc.
Allison Malkin / Anne Rakunas
203-682-8200
/ 310-954-1113