Helen of Troy announced it completed its acquisition of Healthy Directions and subsidiaries (Healthy Directions) 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 and ACI Capital Co.
JPMorgan Chase Bank and Bank of America provided committed financing for the transaction.
On a trailing 12-month basis through March 2014, the acquisition implies a multiple of less than 8 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, CEO, 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, CEO 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 acted as an exclusive financial advisor to Helen of Troy Limited on the acquisition of Healthy Directions. Houlihan Lokey served as exclusive financial advisor and assisted in structuring and negotiating the transaction on behalf of Healthy Directions. Baker & McKenzie acted as legal counsel to Helen of Troy Limited in connection with the transaction. Kaye Scholer acted as legal counsel to Healthy Directions.
On June 11, 2014, Helen of Troy entered into a fourth amendment to its credit agreement with Bank of America 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.
Helen of Troy is a global consumer products company. Healthy Directions is a direct-to-consumer retailer and health publisher of doctor-formulated nutritional supplements and skincare products, is dedicated to helping people lead healthier, happier lives.