DUBLIN, June 15, 2020 /PRNewswire/ --
More Than 97% Of Notes Sought Were Tendered
And Accepted Thereby Extending More Than $2.7 Billion Of Endo International plc's
Near-Term Debt Maturities
Requisite Consents Obtained Providing Endo
International plc With Greater Covenant Flexibility
Endo International plc (the "Company") (NASDAQ: ENDP) announced
today the final tender results of the previously announced Exchange
Offers and Consent Solicitations (each as defined below) by its
wholly owned subsidiaries Par Pharmaceutical, Inc. ("PPI"), Endo
Designated Activity Company ("Endo DAC"), Endo Finance LLC ("Endo
Finance"), and Endo Finco Inc. ("Endo
Finco," and collectively with PPI, Endo DAC and Endo
Finance, each an "Issuer" and together, the "Issuers"), and, as the
context indicates, any one or more of such Issuers, to exchange
(collectively, the "Exchange Offers"):
(a)
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any and all
outstanding 5.375% Senior Unsecured Notes due 2023, issued by Endo
Finance and Endo Finco (the "Old 5.375% 2023 Notes"),
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(b)
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any and all
outstanding 6.000% Senior Unsecured Notes due 2023, co-issued by
Endo DAC, Endo Finance and Endo Finco (the "Old 6.000% 2023
Notes"), and
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(c)
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any and all
outstanding 6.000% Senior Unsecured Notes due 2025, co-issued by
Endo DAC, Endo Finance and Endo Finco (the "Old 6.000% 2025 Notes,"
and collectively with the Old 5.375% 2023 Notes and Old 6.000% 2023
Notes, the "Old Notes"),
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for up to:
(i)
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$516,000,000
aggregate principal amount of 7.500% Senior Secured Notes due 2027
issued by PPI (the "New First Lien Notes"),
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(ii)
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$947,220,000
aggregate principal amount of 9.500% Second Lien Senior Secured
Notes due 2027 co–issued by Endo DAC, Endo Finance and Endo Finco
(the "New Second Lien Notes," and together with the New First Lien
Notes, the "New Secured Notes"),
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(iii)
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$2,507,848,000
aggregate principal amount of 6.000% Senior Notes due 2028
co-issued by Endo DAC, Endo Finance and Endo Finco (the "New
Unsecured Notes," and collectively with the New First Lien Notes
and the New Second Lien Notes, the "New Notes"), and
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(iv)
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$47,220,000 in cash.
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The complete terms and conditions of the Exchange Offers and
Consent Solicitations, including the actual composition of the
consideration each holder may receive, are more fully described in
the Offering Memorandum and Consent Solicitation Statement, dated
May 14, 2020, as supplemented on
May 28, 2020 and June 1, 2020 (as supplemented, the "Offering
Memorandum and Consent Solicitation Statement").
The aggregate principal amount of each series of Old Notes that
were validly tendered and not validly withdrawn as of 11:59 p.m., New York
City time, on June 12, 2020
(the "Expiration Date"), as reported by the Exchange Agent and
Information Agent, are specified in the table below. The table
below also sets forth the Total Consideration and Exchange
Consideration that holders of the Old Notes will receive.
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Dollars per $1,000
Principal Amount of Notes
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Title of
Notes
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CUSIP/ISIN
Number
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Aggregate
Principal
Amount
Outstanding
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Aggregate
Principal
Amount
Tendered at or
prior to the
Early Tender
Deadline
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Aggregate
Principal
Amount
Tendered after
the Early
Tender
Deadline and
at or prior to
the Expiration
Date
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Percent of
Principal
Amount
Outstanding
Tendered
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Total
Consideration (for Old Notes
tendered at or prior to
the Early Tender
Deadline)(1)
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Exchange
Consideration (for
Old Notes tendered
after the Early
Tender Deadline)
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5.375% Senior Notes
Due 2023
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29271L AE4 /
US29271LAE48;
U2918V AE5 /
USU2918VAE57
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$210,440,000
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$204,313,000
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N/A
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97.09%
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$567.76 principal
amount of New First Lien Notes
$231.12 in
cash
$201.13 principal
amount of New Second Lien Notes
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N/A
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6.000% Senior Notes
Due 2023
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29273E AC2 /
US29273EAC21;
G3040E AB4 /
USG3040EAB41
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$1,439,840,000
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$1,380,865,000
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$2,539,000
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96.08%
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$181.05 principal
amount of New First Lien Notes
$362.09 principal
amount of New Second Lien Notes
$456.86 principal
amount of New Unsecured Notes
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$950.00 principal
amount of New Unsecured Notes
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6.000% Senior Notes
Due 2025
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29273EAA6 /
US29273EAA64;
G3040E AA6 /
USG3040EAA67
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$1,200,000,000
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$1,161,322,000
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$17,100,000
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98.20%
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$129.16 principal
amount of New First Lien Notes
$344.44 principal
amount of New Second Lien Notes
$526.40 principal
amount of New Unsecured Notes
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$950.00 principal
amount of New Unsecured Notes
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(1) Based on the
aggregate principal amount outstanding tendered at 5:00 p.m., New
York City time, on May 28, 2020 for the Old 6.000% 2023 Notes and
the Old 6.000% 2025 Notes, and 11:59 p.m., New York City time, on
June 12, 2020 for the Old 5.375% 2023 Notes (respectively, the
"Early Tender Deadline").
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In addition to the applicable Total Consideration and Exchange
Consideration (each as described in the table above), eligible
holders whose Old Notes are exchanged in the Exchange Offers will
receive accrued and unpaid interest, if any, in cash in respect of
all of their exchanged Old Notes from the applicable last interest
payment date to, but not including, the settlement date, which is
currently expected to be June 16,
2020 (the "Settlement Date"). The Issuers expect to settle
each Exchange Offer and Consent Solicitation on the Settlement
Date.
In conjunction with the Exchange Offers, the Issuers also
solicited consents (collectively, the "Consent Solicitations") to
proposed amendments (the "Proposed Amendments") from eligible
holders of each series of Old Notes to the respective indentures
governing the Old Notes, providing for, among other matters, the
elimination of most of the restrictive covenants, certain of the
affirmative covenants and certain of the events of default
contained in each of the Old Notes (the "Consents"). The adoption
of the Proposed Amendments with respect to each series of Old Notes
requires the consent of the holders of at least a majority of the
outstanding principal amount of each such series of Old Notes (with
respect to each series of Old Notes, collectively, the "Requisite
Consents"). As of the Expiration Date, the Issuers had received the
Requisite Consents with respect to each series of Old Notes and the
Issuers executed a supplemental indenture to each applicable
Indenture (each, a "Supplemental Indenture"). Each Supplemental
Indenture became effective upon execution thereof by the relevant
Issuers, the guarantors thereto and Wells Fargo Bank, National
Association, the trustee for each series of Old Notes (the
"Trustee"), but each Supplemental Indenture will not become
operative until the Settlement Date.
J.P. Morgan Securities LLC served as Lead Dealer Manager and
Solicitation Agent, Citigroup Global Markets Inc. served as Joint
Lead Dealer Manager and Solicitation Agent, and each of BofA
Securities, Inc., Barclays Capital Inc., Credit Suisse Securities
(USA) LLC, Deutsche Bank
Securities Inc., Goldman Sachs & Co. LLC, RBC Capital Markets,
LLC and Morgan Stanley & Co. LLC served as Co-Dealer Managers
and Solicitation Agents for the Exchange Offers and Consent
Solicitations.
The New Notes will not be registered under the Securities Act of
1933, as amended (the "Securities Act"), or any state securities
laws. The New Notes may not be offered or sold in the United States or to any U.S. persons
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act.
The Exchange Offers and Consent Solicitations were made, and each
series of New Notes were offered and are being issued only (i) in
the United States to eligible
holders of Old Notes who the Issuers reasonably believe are
"qualified institutional buyers" (as defined in Rule 144A under the
Securities Act) and (ii) outside the
United States to eligible holders of Old Notes who are (a)
persons other than U.S. persons, within the meaning of Regulation S
under the Securities Act, (b) "non-U.S. qualified offerees" and (c)
if resident in Canada, "accredited
investors" and "permitted clients." Only holders of Old Notes who
certify that they satisfy one of the foregoing conditions are
eligible to participate in the Exchange Offers and Consent
Solicitations. Persons who are not eligible holders may not receive
and review the Offering Memorandum and Consent Solicitation
Statement nor may they participate in the Exchange Offers and
Consent Solicitations.
This press release does not constitute an offer to sell nor a
solicitation to purchase or exchange any securities or a
solicitation of any offer to sell any securities. The Exchange
Offers and Consent Solicitations were made only by, and pursuant
to, the terms to be set forth in the Offering Memorandum and
Consent Solicitation Statement. The Exchange Offers and Consent
Solicitations were not made to persons in any jurisdiction in which
the making or acceptance thereof would not be in compliance with
the securities, blue sky or other laws of such jurisdiction.
Documents relating to the Exchange Offers and Consent
Solicitations, including the Offering Memorandum and Consent
Solicitation Statement, were only distributed to eligible holders
who completed and returned an eligibility form confirming they are
either (i) a "qualified institutional buyer" (as defined in
Rule 144A under the Securities Act) or (ii) (a) not a U.S.
person, within the meaning of Regulation S under the Securities
Act, (b) "non-U.S. qualified offerees" (as will be defined in the
eligibility letter) and (c) if resident in Canada, an "accredited
investor" and "permitted client" (as will be defined in the
eligibility letter).
The Exchange Agent and Information Agent for the Exchange Offers
and Consent Solicitations is D.F. King & Co., Inc. and can be
contacted at US Toll-free (866) 796-1292, banks and
brokers can call collect at (212) 269-5550 or via email
at endo@dfking.com.
About Endo International plc
Endo International plc (NASDAQ: ENDP) is a highly focused
specialty branded and generics pharmaceutical company delivering
quality medicines to patients in need through excellence in
development, manufacturing and commercialization. Endo has global
headquarters in Dublin, Ireland.
Learn more at http://www.endo.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995 and the relevant Canadian securities legislation,
including, but not limited to, the statements regarding the timing
and results of the Exchange Offers and Consent Solicitations.
Statements including words such as "believes," "expects,"
"anticipates," "intends," "estimates," "plan," "will," "may," "look
forward," "intend," "guidance," "future" or similar expressions are
forward-looking statements. Because these statements reflect Endo's
current views, expectations and beliefs concerning future events,
they involve risks and uncertainties. Although Endo believes that
these forward-looking statements and information are based upon
reasonable assumptions and expectations, readers should not place
undue reliance on them, or any other forward-looking statements or
information in this news release. Investors should note that many
factors, as more fully described in the documents filed by Endo
with the Securities and Exchange Commission and with securities
regulators in Canada on the System
for Electronic Document Analysis and Retrieval, including under the
caption "Risk Factors" in Endo's Form 10-K, Form 10-Q and Form 8-K
filings, and as otherwise enumerated herein or therein, could
affect Endo's future results and could cause Endo's actual results
to differ materially from those expressed in forward-looking
statements contained in this communication. The forward-looking
statements in this press release are qualified by these risk
factors. Endo assumes no obligation to publicly update any
forward-looking statements, whether as a result of new information,
future developments or otherwise, except as may be required under
applicable securities laws.