Endo International plc Announces Debt Refinancing Transactions, Including Cash Tender Offers and Consent Solicitations for up to $1.0 billion Aggregate Purchase Price of its Outstanding Senior Notes
- an extension of the maturity of Endo's revolving credit facility from
April 2022 toMarch 2024 along with modifications to certain covenants contained therein, including increased flexibility with respect to the secured net leverage ratio springing maintenance covenant; - the incurrence of additional secured indebtedness in aggregate principal amount of at least
$1.0 billion ; and - cash tender offers (the "Tender Offers") by
Endo Finance LLC ("Endo Finance"), a wholly-owned subsidiary ofEndo International plc , to purchase a portion of Endo's outstanding indebtedness. The Tender Offers will be in an amount such that the maximum aggregate consideration (excluding accrued interest) paid by Endo Finance does not exceed$1.0 billion (subject to increase by Endo Finance, the "Aggregate Purchase Price"), of the outstanding- 7.25% Senior Notes due 2022 issued by
Endo Finance and Endo Finco Inc. ("Endo Finco") (the "7.25% 2022 Notes"); - 5.75% Senior Notes due 2022 issued by Endo Finance (the "5.75% 2022 Notes" and, together with the 7.25% 2022 Notes, the "Consent Notes");
- 5.375% Senior Notes due 2023 issued by Endo Finance and Endo Finco (the "5.375% 2023 Notes"); and
- 6.000% Senior Notes due 2023 issued by Endo Finance, Endo Finco and
Endo Designated Activity Company (the "6.000% 2023 Notes," together with the 5.375% 2023 Notes, the "2023 Notes" and, the 2023 Notes collectively with the Consent Notes, the "Notes"),
- 7.25% Senior Notes due 2022 issued by
subject to the Acceptance Priority Levels, the Aggregate Purchase Price and the Acceptance Sublimit described below.
The terms and conditions of the Tender Offers are described in Endo Finance's Offer to Purchase and Consent Solicitation, dated
The following table summarizes certain material terms for the Tender Offers:
Dollars per $1,000 Principal Amount of Notes |
||||||||||||||
Title of |
CUSIP/ISIN |
Aggregate |
Acceptance |
Acceptance |
Tender Offer |
Early Tender |
Total |
|||||||
7.25% |
29271L AD6; |
$396,280,000(3) |
1 |
None |
$970 |
$30 |
$1,000 |
|||||||
5.75% |
29271L AA2; |
$700,000,000 |
2 |
None |
$930 |
$30 |
$960 |
|||||||
5.375% |
29271L AE4; |
$750,000,000 |
3 |
$500,000,000(4) |
$810 |
$30 |
$840 |
|||||||
6.000% |
29273E AC2; G3040E AB4; US29273EAC21; USG304OEAB41 |
$1,635,000,000 |
4 |
$790 |
$30 |
$820 |
||||||||
(1) Excludes accrued and unpaid interest, which also will be paid. |
||||||||||||||
(2) Includes the Early Tender Premium. |
||||||||||||||
(3) Represents the outstanding aggregate principal amount of 7.25% 2022 Notes issued by Endo Finance LLC and Endo Finco Inc., which were |
||||||||||||||
(4) The offers with respect to the 5.375% Senior Notes due 2023 and the 6.000% Senior Notes due 2023 are subject to an aggregate purchase |
In conjunction with the Tender Offers, Endo Finance is soliciting consents (the "Consent Solicitations") from holders of the Consent Notes to certain proposed amendments (the "Proposed Amendments") to the applicable indenture under which such series of Consent Notes were issued (each an "Indenture" and collectively, the "Indentures"), which would eliminate substantially all restrictive covenants, certain events of default and certain other provisions contained in each such Indenture. The adoption of the Proposed Amendments with respect to each series of Consent Notes requires the consent of the holders of at least a majority of the outstanding principal amount of each such series of Consent Notes (with respect to each series of Consent Notes, collectively, the "Requisite Consents"). Each tendering holder of the Consent Notes will be deemed to have consented to all of the Proposed Amendments as to the Consent Notes of the applicable series of Consent Notes tendered. If Endo Finance receives the Requisite Consents, it will execute a supplemental indenture to the applicable Indenture with respect to a series of Consent Notes under which Consent Notes of such series were issued (each a "Supplemental Indenture" and collectively the "Supplemental Indentures"). Each Supplemental Indenture will become effective upon execution thereof by Endo Finance, the co-issuer (as applicable), the guarantors thereto and
Each of the Tender Offers and Consent Solicitations will expire at
With respect to the 2023 Notes, tendered Notes may be validly withdrawn from the Tender Offer at or prior to, but not after
Subject to the terms and conditions of the Tender Offers and Consent Solicitations, holders who validly tender, and do not validly withdraw, their Notes at or prior to the Early Tender Date, and whose Notes are accepted for purchase, will receive the applicable total consideration set forth in the table above for each
The Notes accepted for purchase will be accepted in accordance with their Acceptance Priority Levels set forth in the table above (with 1 being the highest Acceptance Priority Level), provided that (a) Endo Finance will only accept for purchase Notes of any and all series up to an amount such that the aggregate amount of Total Consideration and/or Tender Offer Consideration, as the case may be, paid by Endo Finance pursuant to the Tender Offers will not exceed the Aggregate Purchase Price, (b) Endo Finance will not purchase an aggregate amount of 2023 Notes such that the aggregate purchase price for such 2023 Notes is in excess of the acceptance sublimit applicable to such series as set forth in footnote 4 to the table above (the "Acceptance Sublimit"), and (c) Notes tendered and not validly withdrawn at or prior to the Early Tender Date will be accepted for purchase in priority to Notes tendered after the Early Tender Date and at or prior to the Expiration Date. Endo Finance reserves the right, but is under no obligation, to increase the Aggregate Purchase Price and/or the Acceptance Sublimit or to otherwise alter the terms of any Tender Offer at any time, subject to compliance with applicable law, which could result in Endo Finance purchasing a greater aggregate principal amount of any or all series of Notes in the Tender Offers.
Subject to the terms and conditions of the Tender Offers and Consent Solicitations, Endo Finance will have the option, but not the obligation, to accept for purchase and purchase, subject to the Aggregate Purchase Price and the applicable Acceptance Sublimit (if any), any Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date on the early settlement date (the "Early Settlement Date"), which may occur no earlier than
The Tender Offers are subject to the satisfaction or waiver of certain conditions to the Tender Offers set forth in the Offer to Purchase, including the financing condition.
Full details of the terms and conditions of the Tender Offers and the Consent Solicitations are described in the Offer to Purchase and related Letter of Transmittal, which are being sent by Endo Finance to record holders of the Notes. Holders of the Notes are encouraged to read these documents, as they contain important information regarding the Tender Offers and the Consent Solicitations.
Endo Finance has retained
None of Endo Finance,
The Tender Offers and the Consent Solicitations are only being made pursuant to the Offer to Purchase and the related Letter of Transmittal. This press release is neither an offer to purchase nor a solicitation of an offer to sell any Notes in the Tender Offers, and is not a solicitation of consents to the Proposed Amendments. The Tender Offers and the Consent Solicitations are not being made to, nor will Notes be accepted for purchase from or on behalf of, holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws of such jurisdiction. In any jurisdiction in which the Tender Offers are required to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of Endo Finance by one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
Endo Finance reserves the right, subject to applicable law, with respect to any or all of the Tender Offers and/or the Consent Solicitations to (a) extend the Early Tender Date, Withdrawal Deadline or Expiration Date to a later date and time announced by Endo Finance; (b) increase the Aggregate Purchase Price and/or the Acceptance Sublimit; (c) waive in whole or in part any or all conditions to the Tender Offers and Consent Solicitations; (d) delay the acceptance for purchase of any Notes or delay the purchase of any Notes; or (e) otherwise modify or terminate any Tender Offer with respect to one or more series of Notes and/or the Consent Solicitations.
This press release shall not constitute an offer to sell, or the solicitation of any offer to buy, any securities, nor shall there be any sales of securities mentioned in this press release in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About
Forward-Looking Statements
Statements contained in this press release contain information that includes or is based on "forward-looking statements." These statements, including Endo's intention to consummate the debt refinancing transactions and the details thereof, contained in this press release are subject to risks and uncertainties. Endo has tried, whenever possible, to identify such statements by words such as "believes," "expects," "anticipates," "intends," "estimates," "plan," "projected," "forecast," "will," "may" or similar expressions. Endo has based these forward-looking statements on its current expectations and projections about the growth of its business and financial performance, and the development of its industry. Because these statements reflect Endo's current views concerning future events, these forward-looking statements involve risks and uncertainties. Readers should note that many risk factors previously disclosed in Endo's filings with the
Endo does not undertake any obligation to update its forward-looking statements after the date of this press release for any reason, even if new information becomes available or other events occur in the future, except as required under applicable securities law. Readers are advised to consult any further disclosures made on related subjects in the Company's reports filed with the
Investors should also be aware that while Endo does, at various times, communicate with securities analysts, it is against the Company's policy to disclose to them selectively any material non-public information or other confidential information. Accordingly, investors should not assume that Endo agrees with any statement or report issued by an analyst, irrespective of the content of the statement or report. To the extent that reports issued by securities analysts contain any projections, forecasts or opinions, such reports are not Endo's responsibility.
SOURCE
Investors: Pravesh Khandelwal, (845) 364-4833; Media: Heather Zoumas Lubeski, (484) 216-6829