Endo International plc Announces Early Tender Results Of Its Previously Announced Exchange Offers And Consent Solicitations
(a) |
any and all outstanding 5.375% Senior Unsecured Notes due 2023, issued by Endo Finance and Endo Finco (the "Old 5.375% 2023 Notes"), |
|
(b) |
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 |
|
(c) |
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") |
|
for up to: |
||
(i) |
|
|
(ii) |
|
|
(iii) |
|
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
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 (
Title of |
CUSIP/ISIN Number |
Aggregate |
Aggregate |
Percent of |
Dollars per |
|
Total Consideration |
Exchange |
|||||
6.000% Senior Notes Due 2023 |
29273E AC2 / US29273EAC21; G3040E AB4 / USG3040EAB41 |
|
|
95.00% |
|
|
6.000% Senior Notes Due 2025 |
29273EAA6 / US29273EAA64; G3040E AA6 / USG3040EAA67 |
|
|
96.78% |
|
|
(1) Based on the aggregate principal amount outstanding tendered at the Early Tender Deadline. |
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
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
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
The Exchange Agent and Information Agent for the Exchange Offers and Consent Solicitations is
About
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
View original content:http://www.prnewswire.com/news-releases/endo-international-plc-announces-early-tender-results-of-its-previously-announced-exchange-offers-and-consent-solicitations-301067537.html
SOURCE