Endo International plc Announces Early Tender Results of its Previously Announced Cash Tender Offers and Consent Solicitations for up to $1.5 billion Aggregate Purchase Price of its Outstanding Senior Notes
The aggregate principal amount of each series of Notes that were validly tendered and not validly withdrawn as of 5:00 p.m.,
Title of |
CUSIP/ISIN |
Aggregate |
Aggregate |
Percent of |
Acceptance |
Acceptance |
Dollars per $1,000 Principal Amount of Notes |
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Tender Offer |
Early |
Total |
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7.25% |
29271L AD6; |
$396,280,000(3) |
$389,916,000 |
98.39% |
1 |
None |
$970 |
$30 |
$1,000 |
5.75% |
29271L AA2; |
$700,000,000 |
$517,521,000 |
73.93% |
2 |
None |
$930 |
$30 |
$960 |
5.375% |
29271L AE4; |
$750,000,000 |
$539,560,000 |
71.94% |
3 |
$650,000,000(4) |
$810 |
$30 |
$840 |
6.000% |
29273E AC2; |
$1,635,000,000 |
$999,390,000 |
61.12% |
4 |
$790 |
$30 |
$820 |
|
(1) Excludes accrued and unpaid interest, which also will be paid. |
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(2) Includes the Early Tender Premium. |
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(3) Represents the outstanding aggregate principal amount of 7.25% Senior Notes due 2022 issued by Endo Finance LLC and Endo Finco Inc., which were issued in exchange for a like principal amount of 7.25% Senior Notes due 2022 (the "EHSI Notes") issued by Endo Health Solutions Inc. For the avoidance of doubt, the Offers and Consent Solicitations do not apply to the outstanding $3.72 million principal amount of EHSI Notes which remain outstanding following such exchange. |
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(4) The offers with respect to the 5.375% Senior Notes due 2023 and the 6.000% Senior Notes due 2023 (together, the "2023 Notes") are subject to an aggregate purchase price acceptance sublimit of $650,000,000. |
The terms and conditions of the Tender Offers are described in Endo Finance's Offer to Purchase and Consent Solicitation Statement, dated
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 paid by Endo Finance pursuant to the Tender Offers will not exceed
Subject to the terms and conditions of the Tender Offers, holders who validly tendered their Notes on 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 aggregate amount of Total Consideration relating to the Notes tendered as of the Early Tender Date exceeded the Aggregate Purchase Price and/or Acceptance Sublimit, which has the following consequences based on the terms and conditions of the Tender Offers:
$389,916,000 of aggregate principal amount of the 7.25% Senior Notes due 2022 that were tendered as of the Early Tender Date will be accepted for purchase on the Early Settlement Date;$517,521,000 of aggregate principal amount of the 5.75% Senior Notes due 2022 that were tendered as of the Early Tender Date will be accepted for purchase on the Early Settlement Date;$539,560,000 of aggregate principal amount of the 5.375% Senior Notes due 2023 that were tendered as of the Early Tender Date will be accepted for purchase on the Early Settlement Date; and$195,160,000 of aggregate principal amount of the 6.000% Senior Notes due 2023 that were tendered as of the Early Tender Date will be accepted for purchase on the Early Settlement Date.
Any Notes tendered but not accepted for purchase in the Tender Offers will be promptly credited to the account of the registered holder of such Notes with
Although the Tender Offers are scheduled to expire at
In conjunction with the Tender Offers, Endo Finance also solicited consents (the "Consent Solicitations") from holders of the 7.25% Senior Notes due 2022 and the 5.75% Senior Notes due 2022 (together 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. As of the Early Tender Date, Endo Finance had received the Requisite Consents with respect to each series of Notes and Endo Finance will execute a supplemental indenture to each applicable Indenture (each a "Supplemental Indenture") on the Early Tender Date. Each Supplemental Indenture will become effective upon execution thereof by Endo Finance, the co-issuer (as applicable), the guarantors thereto and
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. 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) waive in whole or in part any or all conditions to the Tender Offers and Consent Solicitations; (b) delay the acceptance for purchase of any Notes or delay the purchase of any Notes; or (c) otherwise modify or terminate any Tender Offer with respect to one or more series of Notes and/or the Consent Solicitations.
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Forward-Looking Statements
Statements contained in this press release contain information that includes or is based on "forward-looking statements." These statements, including
Investors should also be aware that while
SOURCE
Investors: Pravesh Khandelwal, (845) 364-4833; Media: Heather Zoumas Lubeski, (484) 216-6829