Item 1.01. Entry into a Material Definitive Agreement.
On November 15, 2018, Allergan Funding SCS, a limited partnership (
société en commandite simple
) organized under the laws of the
Grand Duchy of Luxembourg (Allergan SCS) and an indirect wholly-owned subsidiary of Allergan plc (the Company), closed its previously announced public offering of 1.7 billion aggregate principal amount of notes
(collectively, the Securities). The Securities were issued pursuant to an indenture dated as of March 12, 2015 (the Base Indenture), as supplemented by the fourth supplemental indenture, dated as of November 15,
2018 (the Fourth Supplemental Indenture and, together with the Base Indenture, the Indenture) among (i) Allergan SCS, (ii) Warner Chilcott Limited, a Bermuda exempted company, (iii) Allergan Capital S.à
r.l., a private limited liability company (
société à responsabilité limitée
) incorporated under the laws of the Grand Duchy of Luxembourg, and (iv) Allergan Finance, LLC, a Nevada limited liability
company, all indirect wholly-owned subsidiaries of the Company (collectively, the Guarantors), as guarantors.
The Securities and the
guarantees are unsecured and unsubordinated obligations of Allergan SCS and the Guarantors, which rank equally in right of payment with all existing and future unsecured and unsubordinated indebtedness of Allergan SCS and the Guarantors and senior
in right of payment to all existing and future subordinated indebtedness of Allergan SCS and the Guarantors. The Securities will be structurally subordinated to all existing and future indebtedness and other liabilities and commitments of
subsidiaries of Allergan SCS and of the Guarantors that do not guarantee the Securities. Certain terms of the Securities are as follows:
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Description
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Principal Amount
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Maturity
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Price to Public
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1.500% Notes
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500,000,000
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November 15, 2023
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99.628
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%
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2.625% Notes
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500,000,000
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November 15, 2028
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99.844
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%
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Floating Rate Notes*
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700,000,000
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November 15, 2020
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100.000
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%
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*
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The Floating Rate Senior Notes due 2020 will bear interest at a floating rate equal to three month EURIBOR plus
0.350% per annum.
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The Indenture does not contain any financial covenants or provisions limiting Allergan SCS or the Guarantors from
incurring additional indebtedness. The Indenture limits the ability of Warner Chilcott Limited and certain of its subsidiaries to incur liens, enter into sale and leaseback transactions and engage in certain business activities, in each case subject
to certain qualifications set forth in the Indenture.
In the event of a Change of Control Triggering Event (as defined in the Indenture), each holder of
the Securities will have the right to require Allergan SCS to purchase all or a portion of such holders Securities at a purchase price equal to 101% of the aggregate principal amount of such Securities, plus accrued and unpaid interest to but
excluding the date of such purchase.
The Securities will mature on the dates set forth in the Indenture. However, Allergan SCS, at its option, may redeem
any or all of the series of fixed rate notes, in each case, in whole or in part, at any time or from time to time, at the applicable redemption prices described in the Indenture.
The above description of the Indenture does not purport to be a complete statement of the parties rights and obligations under the Indenture and is
qualified in its entirety by reference to the terms of the Base Indenture and the Fourth Supplemental Indenture attached hereto as Exhibit 4.1.