STAINES-UPON-THAMES, United
Kingdom, Nov. 19, 2019
/PRNewswire/ -- Mallinckrodt plc (NYSE: MNK) today
announced (1) the early results of the previously announced offers
by its wholly owned subsidiaries, Mallinckrodt International
Finance S.A. and Mallinckrodt CB LLC (the "Issuers") to Eligible
Holders (as defined below) to exchange (the "Exchange Offers")
certain outstanding notes (collectively, the "Existing Notes")
issued by the Issuers for new 10.000% Second Lien Senior Secured
Notes due 2025 to be issued by the Issuers (collectively, the
"New Notes") and solicitations of consents by the Issuers from
Eligible Holders of each series of Existing Notes (other than the
Existing 4.750% 2023 Notes) to Proposed Amendments (as defined
below) to the indentures governing such Existing Notes (the
"Consent Solicitations") and (2) the Existing Notes anticipated to
be exchanged with the Issuers, separate from the Exchange Offers,
pursuant to that certain exchange agreement, dated as of
November 5, 2019, by and among
Deerfield Partners, L.P., Deerfield Special Situations Fund, L.P.
and Deerfield Private Design Fund IV, L.P. (such holders, the
"Exchanging Holders") and the Issuers (the "Exchange
Agreement").
The following table sets forth a summary of the total (a)
tenders and consents validly received and not withdrawn pursuant to
the Exchange Offers and Consent Solicitations, as of 5:00 p.m., New York
City time, on November 19,
2019 (the "Early Delivery Time"), according to D.F. King
& Co, Inc., the exchange agent and information agent for the
Exchange Offers and Consent Solicitations and (b) Existing Notes
anticipated to be exchanged and associated consents anticipated to
be provided under the Exchange Agreement:
Title of Series
of
Existing Notes
|
CUSIP
Number
|
Aggregate
Principal
Amount
Outstanding
|
Principal
Amount
of Existing Notes
Tendered
Pursuant to the
Exchange Offers
and to be
Exchanged Under
the Exchange
Agreement(1)
|
Percentage of
Existing Notes
Tendered Pursuant to
the
Exchange Offers
and to be
Exchanged
Under the
Exchange
Agreement(1)
|
Principal
Amount of New
Notes to be
Delivered(1)
|
Existing 4.875% 2020
Notes
|
561233 AB3; L6233L
AB2
|
$698,000,000
|
$72,641,000
|
10.4%
|
$61,744,850
|
Existing 5.750% 2022
Notes
|
561233 AA5; L6233L
AA4
|
$663,200,000
|
$52,546,000
|
7.9%
|
$24,959,350
|
Existing 4.750% 2023
Notes
|
561234 AE5
|
$350,076,000
|
$265,921,000
|
76.0%
|
$98,390,770
|
Existing 5.625% 2023
Notes
|
561233 AD9; L6233L
AD8
|
$659,360,000
|
$144,485,000
|
21.9%
|
$61,406,125
|
Existing 5.500% 2025
Notes
|
561233 AC1; L6233L
AC0
|
$596,137,000
|
$157,465,000
|
26.4%
|
$66,922,625
|
_____________________
|
(1)
|
Includes tenders
pursuant to the Exchange Offers, as of the Early Delivery Time, of
(a) approximately $5.1 million aggregate principal amount of the
Existing 4.875% 2020 Notes in exchange for approximately $4.3
million aggregate principal amount of New Notes, (b) approximately
$52.5 million aggregate principal amount of the Existing 5.750%
2022 Notes in exchange for approximately $25.0 million aggregate
principal amount of New Notes, (c) approximately $7.2 million
aggregate principal amount of the Existing 4.750% 2023 Notes in
exchange for approximately $2.7 million aggregate principal amount
of New Notes, (d) approximately $46.0 million aggregate principal
amount of the Existing 5.625% 2023 Notes in exchange for
approximately $19.5 million aggregate principal amount of New
Notes, and (e) approximately $82.3 million aggregate principal
amount of the Existing 5.500% 2025 Notes in exchange for
approximately $35.0 million aggregate principal amount of New
Notes.
|
As of the Early Delivery Time, Mallinckrodt plc has not received the requisite
consents from the holders of any series of Existing Notes that was
the subject of a Consent Solicitation to amend (such amendments,
the "Proposed Amendments") the indenture governing such series of
the Existing Notes (such indentures, the "Existing Indentures") to
eliminate substantially all of the restrictive covenants under
the Existing Indentures, modify or eliminate certain other
provisions of the Existing Indentures, and waive certain defaults
and events of default, if any, under the Existing Indentures.
Eligible Holders who did not tender at or prior to the Early
Delivery may still tender Existing Notes in the Exchange Offers
until 11:59 p.m., New York City time, on December 4, 2019 (the "Expiration Time"), unless
the Exchange Offers are extended or earlier terminated. Tenders may
not be withdrawn after the Early Delivery Time, unless required by
law.
As set forth in the Issuers' confidential offering memorandum
and consent solicitation statement, dated November 5, 2019 (the "Offering Memorandum and
Consent Solicitation Statement"), for each $1,000 principal amount of Existing Notes
tendered after the Early Delivery Time and at or prior to the
Expiration Time, Eligible Holders will receive the following
consideration:
Existing Notes to
be Exchanged
|
Principal Amount
of New Notes to be Delivered
|
Existing 4.875% 2020
Notes
|
$800
|
Existing 5.750% 2022
Notes
|
$425
|
Existing 4.750% 2023
Notes
|
$320
|
Existing 5.625% 2023
Notes
|
$375
|
Existing 5.500% 2025
Notes
|
$375
|
Mallinckrodt plc currently expects
that the settlement date on which we will deliver the New Notes to
participating Eligible Holders and to the Exchanging Holders will
be December 6, 2019. The New
Notes will be secured by a second lien security interest in all
collateral that currently secures Mallinckrodt plc's senior secured credit facilities
(subject to certain exceptions described in the Offering Memorandum
and Consent Solicitation Statement). The New Notes will be
guaranteed by each entity that currently guarantees Mallinckrodt plc's senior secured credit facilities
(subject to certain exceptions described in the Offering Memorandum
and Consent Solicitation Statement). The New Notes will
accrue interest from the date of issuance. Eligible Holders
will receive a cash payment for any amounts of accrued and unpaid
interest on the Existing Notes.
Each Exchange Offer and corresponding Consent Solicitation for a
series of Existing Notes is being made independently of the
Exchange Offers and Consent Solicitations for the other series of
Existing Notes and is not conditioned upon the completion of any of
the other Exchange Offers and Consent Solicitations. The
Issuers reserve the right to terminate, withdraw or amend each
Exchange Offer or Consent Solicitation without also terminating,
withdrawing or amending any of the other Exchange Offers and
Consent Solicitations. The consummation of each Exchange
Offer and corresponding Consent Solicitation is subject to, and
conditional upon, the satisfaction or waiver of customary
conditions, as described in the Offering Memorandum and Consent
Solicitation Statement.
The New Notes have not been registered under the Securities Act
of 1933, as amended (the "Securities Act") or any state or foreign
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 only
being made to persons who certify that they are (a) "qualified
institutional buyers" as defined in Rule 144A under the Securities
Act or (ii) are not, and are not acting on behalf of, a "U.S.
person" as defined in Rule 902 of Regulation S under the Securities
Act (such persons, "Eligible Holders"). As such, documents
relating to the Exchange Offers and Consent Solicitations will only
be distributed to holders of Existing Notes who complete and return
an eligibility letter ("Eligibility Letter") confirming that they
are Eligible Holders of Existing Notes.
The complete terms and conditions of the Exchange Offers and
Consent Solicitations are described in the Offering Memorandum and
Consent Solicitation Statement, copies of which may be obtained by
Eligible Holders by contacting D.F. King Co., Inc., the exchange
agent and information agent in connection with the Exchange Offers
and Consent Solicitations, at: (866) 356-7814 (toll free) or: (212)
269-5550 (bankers and brokers call collect) or email at
mnk@dfking.com. The Eligibility Letter is available
electronically at: www.dfking.com/mnk. A copy of the Exchange
Agreement was filed as Exhibit 10.1 to the Current Report on Form
8-K filed by Mallinckrodt with the
Securities and Exchange Commission on November 5, 2019.
ABOUT MALLINCKRODT
Mallinckrodt is a global business consisting of
multiple wholly owned subsidiaries that develop, manufacture,
market and distribute specialty pharmaceutical products and
therapies. The company's Specialty Brands reportable
segment's areas of focus include autoimmune and rare diseases in
specialty areas like neurology, rheumatology, nephrology,
pulmonology and ophthalmology; immunotherapy and neonatal
respiratory critical care therapies; analgesics and
gastrointestinal products. Its Specialty Generics reportable
segment includes specialty generic drugs and active pharmaceutical
ingredients. To learn more about Mallinckrodt, visit www.mallinckrodt.com.
Mallinckrodt uses its website as a
channel of distribution of important company information, such as
press releases, investor presentations and other financial
information. It also uses its website to expedite public
access to time-critical information regarding the company in
advance of or in lieu of distributing a press release or a filing
with the U.S. Securities and Exchange Commission (SEC) disclosing
the same information. Therefore, investors should look to the
Investor Relations page of the website for important and
time-critical information. Visitors to the website can also
register to receive automatic e-mail and other notifications
alerting them when new information is made available on the
Investor Relations page of the website.
CAUTIONARY STATEMENTS RELATED TO FORWARD-LOOKING
STATEMENTS
Statements in this document that are not strictly
historical, including statements regarding the terms of the
proposed settlement, statements regarding the ongoing lawsuits
against Mallinckrodt plc and its
subsidiaries, and any other statements regarding events or
developments that the company believes or anticipates will or may
occur in the future, may be "forward-looking" statements within the
meaning of the Private Securities Litigation Reform Act of 1995,
and involve a number of risks and uncertainties.
There are a number of important factors that could cause actual
events to differ materially from those suggested or indicated by
such forward-looking statements and you should not place undue
reliance on any such forward-looking statements. These
factors include risks and uncertainties related to, among other
things: general economic conditions and conditions affecting
the industries in which Mallinckrodt
operates; the commercial success of Mallinckrodt's products; Mallinckrodt's ability to realize anticipated
growth, synergies and cost savings from acquisitions; conditions
that could necessitate an evaluation of Mallinckrodt's goodwill and/or intangible assets
for possible impairment; changes in laws and regulations;
Mallinckrodt's ability to successfully
integrate acquisitions of operations, technology, products and
businesses generally and to realize anticipated growth, synergies
and cost savings; Mallinckrodt's and
Mallinckrodt's licensers' ability to
successfully develop or commercialize new products; Mallinckrodt's and Mallinckrodt's licensers' ability to protect
intellectual property rights; Mallinckrodt's ability to receive procurement and
production quotas granted by the U.S. Drug Enforcement
Administration; customer concentration; Mallinckrodt's reliance on certain individual
products that are material to its financial performance; cost
containment efforts of customers, purchasing groups, third-party
payers and governmental organizations; the reimbursement practices
of a small number of public or private insurers; pricing pressure
on certain of Mallinckrodt's products
due to legal changes or changes in insurers' reimbursement
practices resulting from recent increased public scrutiny of
healthcare and pharmaceutical costs; limited clinical trial data
for Acthar Gel; complex reporting and payment obligations under
healthcare rebate programs; Mallinckrodt's ability to navigate price
fluctuations; future changes to U.S. and foreign tax laws;
Mallinckrodt's ability to achieve
expected benefits from restructuring activities; complex
manufacturing processes; competition; product liability losses and
other litigation liability; ongoing governmental investigations;
material health, safety and environmental liabilities; retention of
key personnel; conducting business internationally; the
effectiveness of information technology infrastructure;
cybersecurity and data leakage risks; Mallinckrodt's substantial indebtedness and its
ability to generate sufficient cash to reduce its indebtedness; any
future actions taken with respect to the Specialty Generics
business; and Mallinckrodt plc's
ability to complete the Exchange Offers, the Consent Solicitations
and the transactions contemplated by the Exchange Agreement,
including the expected timing of completion of the Exchange Offers
and receipt of the Requisite Consents in the Consent
Solicitations.
These and other factors are identified and described in more
detail in the "Risk Factors" section of Mallinckrodt's Annual Report on Form 10-K for the
fiscal year ended December 28, 2018,
as updated by Mallinckrodt's Quarterly
Report on Form 10-Q for the quarterly period ended September 27, 2019. The forward-looking
statements made herein speak only as of the date hereof and
Mallinckrodt does not assume any
obligation to update or revise any forward-looking statement,
whether as a result of new information, future events and
developments or otherwise, except as required by law.
CONTACTS
Investor Relations
Daniel J.
Speciale, CPA
Vice President, Investor Relations and IRO
314-654-3638
daniel.speciale@mnk.com
Media
Daniel Yunger
Kekst CNC
212-521-4879
mallinckrodt@kekstcnc.com
Mallinckrodt, the "M" brand mark and
the Mallinckrodt Pharmaceuticals logo are trademarks of a
Mallinckrodt company. Other
brands are trademarks of a Mallinckrodt
company or their respective owners. © 2019
Mallinckrodt.
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SOURCE Mallinckrodt plc