ENDO INTERNATIONAL PLC RECEIVES REQUISITE CONSENTS
FOR 6.000% SENIOR NOTES DUE 2023 AND 6.000% SENIOR
NOTES DUE 2025
DUBLIN, May 29, 2020 /PRNewswire/ -- Endo International
plc (the "Company") (NASDAQ: ENDP) announced today the early tender
results of the previously announced Exchange Offers and Consent
Solicitations (each as defined below) by wholly owned subsidiaries
Par Pharmaceutical, Inc., a New
York corporation ("PPI"), Endo Designated Activity Company,
a designated activity company incorporated under the laws of
Ireland ("Endo DAC"), Endo Finance
LLC, a Delaware limited liability
company ("Endo Finance"), and Endo Finco Inc., a Delaware corporation ("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"):
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(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:
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(i)
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$450,000,000
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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$1,060,440,000
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"), and
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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").
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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 (the "Supplement" and,
as supplemented, the "Offering Memorandum and Consent Solicitation
Statement").
The Supplement, among other matters, extended the Early Tender
Deadline (as defined below) for the Old 5.375% 2023 Notes Exchange
Offer and related Consent Solicitation (but not for any other
Exchange Offer or Consent Solicitation) to the current Expiration
Date (11:59 p.m., New York City time, on June 11, 2020, the "Expiration Date"), unless
further extended (all references to the "Early Tender Deadline" in
respect of the Old 5.375% 2023 Notes Exchange Offer shall herein
mean the Expiration Date). The Supplement does not impact the
Withdrawal Deadline (as defined below) for the Old 5.375% 2023
Notes Exchange Offer and related Consent Solicitation, which was
not extended and ended at 5:00 p.m.,
New York City time, on
May 28, 2020 (the "Withdrawal
Deadline"). Holders of Old 5.375% 2023 Notes that tender after the
Withdrawal Deadline will not be afforded withdrawal rights. The
Early Tender Deadline and Withdrawal Deadline for each of the Old
6.000% 2023 Notes Exchange Offer and related Consent Solicitation
and Old 6.000% 2025 Notes Exchange Offer and related Consent
Solicitation was not extended and ended at 5:00 p.m., New York
City time, on May 28, 2020
(the "Early Tender Deadline"). Accordingly, the aggregate principal
amount of the Old 6.000% 2023 Notes and the Old 6.000% 2025 Notes
that were validly tendered and not validly withdrawn as of such
Early Tender Deadline, as reported by the Exchange Agent and
Information Agent, are specified in the table below. The Company
will announce the aggregate principal amount of the Old 5.375% 2023
Notes that were validly tendered and not validly withdrawn promptly
following the Expiration Date for the Old 5.375% 2023 Notes. The
table below also sets forth the Total Consideration and Exchange
Consideration holders of the 6.000% 2023 Notes and 6.000% 2025
Notes will receive.
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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Percent of
Principal
Amount
Outstanding
Tendered
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Dollars per $1,000
Principal Amount of Notes
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Total
Consideration (if tendered at or
prior to the Early
Tender Deadline)(1)
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Exchange
Consideration (if
tendered after the
Early Tender
Deadline)
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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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$1,367,838,000
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95.00%
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$182.77 principal
amount of New First Lien Notes
$365.54 principal
amount of New Second Lien Notes
$451.69 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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96.78%
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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 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 6.000% 2023 Notes and Old 6.000% 2025 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
6.000% 2023 Notes and Old 6.000% 2025 Notes from the applicable
last interest payment date to, but not including, the settlement
date, which is currently expected to be on the second business day
after the Expiration Date (the "Settlement Date").
The consummation of each Exchange Offer remains
cross-conditioned on the consummation of the other Exchange Offers,
although the Issuers may waive such condition at their sole
discretion. 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 Early Tender Deadline, the Issuers had
received the Requisite Consents with respect to the Old 6.000% 2023
Notes and the Old 6.000% 2025 Notes and the Issuers executed a
supplemental indenture to each applicable Indenture (each, a
"Supplemental Indenture") on the Early Tender Deadline. 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 provides that the
Proposed Amendments with respect to a series of Old Notes will not
become operative until the Issuers exchange in the Exchange Offers
at least a majority in principal amount of the outstanding
applicable series of Old Notes, which is expected to occur on the
Final Settlement Date.
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 are being made, and
each series of New Notes are being offered and 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 are being 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 will not be 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, will only be distributed to eligible
holders who complete and return 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. Documents will only be distributed to holders
of Old Notes that complete and return an eligibility form at
http://www.dfking.com/endo confirming that they are eligible
holders.
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.