Forest Laboratories, Inc. Announces Private Placement of Senior Notes and Amendment to Existing $750 Million Revolver
December 02 2013 - 8:30AM
Business Wire
Forest Laboratories, Inc. (NYSE:FRX) (“Forest Laboratories”)
today announced a proposed offering of $1 billion aggregate
principal amount of senior unsecured fixed rate notes due 2021 (the
“notes”). The precise timing, size and terms of the offering are
subject to market conditions and other factors. Forest Laboratories
intends to use the net proceeds from the offering of the notes to
fund its proposed accelerated share repurchase initiative and the
remainder for general corporate purposes, including potential
acquisitions and additional share buybacks.
Forest Laboratories also announced the entry into an amendment
to its existing undrawn $750,000,000 revolving credit facility (the
“Credit Agreement”) with JPMorgan Chase Bank, N.A. as
administrative agent, and the other lenders, to amend the
definition of Consolidated EBITDA to adjust for certain cost
savings for the purposes of calculating Forest Laboratories’
leverage ratio and interest coverage ratio. The restrictive
agreements covenant was also amended to allow Forest Laboratories
to incur additional indebtedness with lien restrictions that are
customary for similarly rated U.S. companies and that are not
materially more restrictive, taken as a whole, than the
restrictions in the Credit Agreement.
The notes will be initially sold in the United States to
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), and to
non-U.S. persons in accordance with Regulation S under the
Securities Act. The notes have not been registered under the
Securities Act or any state securities laws, and may not be offered
or sold in the United States absent registration or an applicable
exemption from registration requirements.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy the notes, nor shall it constitute
an offer, solicitation or sale in any jurisdiction in which, or to
any person to whom, such offer, solicitation or sale is unlawful.
Any offers of the notes will be made only by means of a private
offering memorandum.
About Forest Laboratories
Forest Laboratories (NYSE: FRX) is a leading, fully integrated,
specialty pharmaceutical company largely focused on the United
States market. The Company markets a portfolio of branded drug
products and develops new medicines to treat patients suffering
from diseases principally in five therapeutic areas: central
nervous system, cardiovascular, gastrointestinal, respiratory, and
anti-infective. Our strategy of acquiring product rights for
development and commercialization through licensing, collaborative
partnerships and targeted mergers and acquisitions allows us to
take advantage of attractive late-stage development and commercial
opportunities, thereby managing the risks inherent in drug
development. The Company is headquartered in New York, NY.
This release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
These statements involve a number of risks and uncertainties,
including the difficulty of predicting FDA approvals, the
acceptance and demand for new pharmaceutical products, the impact
of competitive products and pricing, the timely development and
launch of new products, and the risk factors listed from time to
time in Forest Laboratories’ Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q and any subsequent SEC filings. Forest assumes
no obligation to update forward-looking statements contained in
this release to reflect new information or future events or
developments.
Forest Laboratories, Inc.Frank J. Murdolo, 1-212-224-6714Vice
President – Investor Relationsmedia.relations@frx.com
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