DUBLIN, May 24, 2017 /PRNewswire/ -- Allergan plc
(NYSE: AGN) today announced the early tender results for the
previously announced tender offers commenced by its wholly owned
subsidiaries Allergan Funding SCS, Allergan Finance LLC,
Forest Laboratories, LLC and Allergan, Inc., each as co-offeror
with Allergan plc's wholly owned subsidiary Warner Chilcott
Limited, to purchase for cash certain debt securities issued by the
entities listed in the table below (collectively, the "Securities"
and each a "series").
As of the previously announced early tender date and time of
5:00 p.m., New York City time, on May 23, 2017 (the "Early Tender Date"), according
to information provided by Global Bondholder Services Corporation,
the tender and information agent for the tender offers, the
aggregate principal amount of each series of Securities set forth
in the table below under "Principal Amount Tendered at Early Tender
Date" has been validly tendered and not validly withdrawn in the
tender offers. Withdrawal rights for the Securities expired at
5:00 p.m., New York City time, on May 23, 2017.
Title of
Security
|
Issuer of
Security
(1)
|
CUSIP
Number/
144A ISIN/ REGS
ISIN
|
Principal Amount
Outstanding
|
Maximum Tender
SubCap
|
Accepta-nce
Priority Level
|
U.S. Treasury
Reference Security
|
Bloomberg
Reference Page
|
Fixed
Spread
|
Early Tender
Payment (2)(3)
|
Principal Amount
Tendered at Early Tender Date
|
Percent Tendered
of Amount Outstanding
|
4.875% notes due
February 2021
|
Forest Laboratories,
LLC
|
345838AE6/
US345838AE68/
U3455QAC7
|
$750,000,000
|
$300,000,000
|
1
|
1.875% UST due
4/30/22
|
FIT1
|
+45 bps
|
$30.0
|
$560,759,000
|
74.77%
|
4.625% notes due
October 2042
|
Allergan Finance
LLC
|
942683AH6
|
$1,000,000,000
|
$400,000,000
|
2
|
2.875% UST due
11/15/46
|
FIT1
|
+135 bps
|
$30.0
|
$543,290,000
|
54.33%
|
4.375% notes due
February 2019
|
Forest Laboratories,
LLC
|
345838AC0/
US345838AC03/
U3455QAB9
|
$1,050,000,000
|
$420,000,000
|
3
|
1.250% UST due
4/30/19
|
FIT1
|
+50 bps
|
$30.0
|
$952,317,000
|
90.70%
|
4.750% notes due
March 2045
|
Allergan Funding
SCS
|
00507UAU5
|
$2,500,000,000
|
$1,000,000,000
|
4
|
2.875% UST due
11/15/46
|
FIT1
|
+135 bps
|
$30.0
|
$1,953,843,000
|
78.15%
|
4.850% notes due June
2044
|
Allergan Funding
SCS
|
00507UAH4
|
$1,500,000,000
|
$375,000,000
|
5
|
2.875% UST due
11/15/46
|
FIT1
|
+140 bps
|
$30.0
|
$1,114,974,000
|
74.33%
|
4.550% notes due
March 2035
|
Allergan Funding
SCS
|
00507UAT8
|
$2,500,000,000
|
N/A
|
6
|
2.875% UST due
11/15/46
|
FIT1
|
+130 bps
|
$30.0
|
$1,458,082,000
|
58.32%
|
3.375% notes due
September 2020
|
Allergan,
Inc.
|
018490AN2
|
$650,000,000
|
N/A
|
7
|
1.500% UST due
4/15/20
|
FIT1
|
+75 bps
|
$30.0
|
$227,604,000
|
35.02%
|
3.250% notes due
October 2022
|
Allergan Finance
LLC
|
942683AF0
|
$1,700,000,000
|
N/A
|
8
|
1.875% UST due
4/30/22
|
FIT1
|
+90 bps
|
$30.0
|
$909,465,000
|
53.50%
|
|
(1) Each
issuer of the Securities is the co-offeror, together with Warner
Chilcott Limited, in each tender offer for the Securities of such
issuer.
|
(2) Per
$1,000 principal amount.
|
(3) The Total
Consideration (as defined below) for Securities validly tendered
prior to or at the Early Tender Date and accepted for purchase is
calculated using the applicable Fixed Spread and is inclusive of
the Early Tender Payment specified in the table. The Total
Consideration has been determined taking into account the
applicable par call date for each series of Securities, if any, as
described in the offer to purchase referenced below.
|
|
In addition, the applicable Offerors (as defined in the Tender
Offer Documents, as defined below) have amended the tender offers
to increase certain of the maximum tender subcaps set forth in the
table above (each subcap set forth in the table, a "Maximum Tender
SubCap") and the aggregate maximum tender cap identified in the
Tender Offer Documents (the "Aggregate Maximum Tender Cap") as
follows: (i) the previously announced Maximum Tender SubCap for the
4.625% notes due October 2042 has
been increased from $400,000,000 to
$543,290,000, (ii) the previously
announced Maximum Tender SubCap for the 4.375% notes due
February 2019 has been increased from
$420,000,000 to $700,000,000, (iii) the previously announced
Maximum Tender SubCap for the 4.750% notes due March 2045 has been increased from $1,000,000,000 to $
1,300,000,000, and (iv) the Aggregate Maximum Tender Cap has
been increased from $2,000,000,000 to
$2,843,290,000. All other terms
of the tender offers as previously announced remain unchanged.
The tender offers consist of offers on the terms and conditions
set forth in the offer to purchase, dated May 10, 2017, and the related letter of
transmittal (as they may each be amended or supplemented from time
to time, the "Tender Offer Documents"), including a financing
condition that Allergan Funding SCS shall have issued and sold debt
securities providing net proceeds at least equal to the Aggregate
Maximum Tender Cap. The Offerors refer investors to the
Tender Offer Documents for the complete terms and conditions of the
tender offers.
Because the aggregate principal amount of each of the 4.875%
notes due February 2021, the 4.375%
notes due February 2019 and the
4.750% notes due March 2045 tendered
and not validly withdrawn would exceed the applicable Maximum
Tender SubCap, the applicable Offeror will not accept for purchase
all the applicable Securities that have been tendered. Rather, the
applicable Offeror will accept Securities of each applicable series
for purchase on a prorated basis, using a proration rate of
approximately 53.5% for the 4.875% notes due February 2021, of approximately 73.5% for the
4.375% notes due February 2019 and of
approximately 66.5% for the 4.750% notes due March 2045. The
applicable Offeror will accept for purchase the aggregate principal
amount of Securities tendered by a holder multiplied by the
applicable proration rate and then rounded down to the nearest
$1,000 increment. The applicable
Offerors will accept all of the 4.625% notes due October 2042 validly tendered and not validly
withdrawn as of the Early Tender Date.
The applicable consideration (the "Total Consideration") offered
per $1,000 principal amount of each
series of Securities validly tendered and accepted for purchase
pursuant to the applicable tender offer will be determined in the
manner described in the Tender Offer Documents by reference to the
applicable fixed spread for such Securities specified in the table
above plus the applicable yield based on the bid-side price of the
applicable U.S. Treasury Reference Security specified in the table
above at 11:00 a.m., New York City time, on May 24, 2017. The Offerors expect to announce the
pricing of the tender offers on May 24,
2017.
Only holders of Securities who validly tendered and did not
validly withdraw their Securities at or prior to the Early Tender
Date are eligible to receive the Total Consideration for Securities
accepted for purchase. Holders will also receive accrued and unpaid
interest on Securities validly tendered and accepted for purchase
from the last interest payment date up to, but not including, the
date the applicable Offerors make payment for such Securities.
Allergan Funding SCS expects to satisfy the financing condition
upon the closing of its previously announced proposed offer of
senior notes, expected to occur on May
26, 2017. The applicable Offerors expect to make
payment for the Securities that were validly tendered prior to or
at the Early Tender Date and that are accepted for purchase on
May 30, 2017.
Since the tender offers are fully subscribed as of the Early
Tender Date, unless the applicable Offerors further increase one or
more Maximum Tender SubCaps prior to the expiration date (with a
corresponding additional increase to the Aggregate Maximum Tender
Cap), no Securities tendered after the Early Tender Date will be
accepted pursuant to the tender offers. Since the Aggregate
Maximum Tender Cap is met with the acceptance of Securities in
priority level 4, unless the applicable Offerors further increase
the Aggregate Maximum Tender Cap, no Securities in priority levels
5, 6, 7 or 8 will be accepted.
Information Relating to the Tender Offers
Morgan Stanley & Co. LLC, BofA Merrill Lynch and Citigroup
Global Markets Inc. are the lead dealer managers for the tender
offers. Barclays Capital Inc., BNP Paribas Securities Corp., HSBC
and Mizuho Securities USA LLC are
the co-dealer managers for the tender offers. Investors with
questions regarding the tender offers may contact Morgan Stanley
& Co. LLC at (800) 624-1808 (toll-free) or (212) 761-1057
(collect), BofA Merrill Lynch at (888) 292-0070 (toll-free) or
(980) 387-3907 (collect) or Citigroup Global Markets Inc. at (800)
558-3745 (toll-free) or (212) 723-6106 (collect). Global Bondholder
Services Corporation is the tender and information agent for the
tender offers and can be contacted at (866) 470-4200 (toll-free) or
(212) 430-3774 (collect).
None of the Offerors or their affiliates, their respective
boards of directors, the dealer managers, the tender and
information agent or the trustee with respect to any Securities is
making any recommendation as to whether holders should tender any
Securities in response to any of the tender offers, and none of the
Offerors or any such other person has authorized any person to make
any such recommendation. Holders must make their own decision as to
whether to tender any of their Securities, and, if so, the
principal amount of Securities to tender.
This press release is for informational purposes only and is not
an offer to buy, or the solicitation of an offer to sell, any of
the Securities and the tender offers do not constitute an offer to
buy or the solicitation of an offer to sell Securities in any
jurisdiction or in any circumstances in which such offer or
solicitation is unlawful.
The full details of the tender offers are included in the Tender
Offer Documents. Holders are strongly encouraged to read carefully
the Tender Offer Documents because they contain important
information. The Tender Offer Documents may be downloaded from
Global Bondholder Services Corporation's website at
www.gbsc-usa.com/Allergan or obtained from Global Bondholder
Services Corporation, free of charge, by calling toll-free at (866)
470-4200 (bankers and brokers can call collect at (212)
430-3774).
About Allergan plc
Allergan plc (NYSE: AGN), headquartered in Dublin, Ireland, is a bold, global
pharmaceutical company and a leader in a new industry model –
Growth Pharma. Allergan is focused on developing, manufacturing and
commercializing branded pharmaceutical, device, biologic, surgical
and regenerative medicine products for patients around the
world.
Allergan markets a portfolio of leading brands and best-in-class
products for the central nervous system, eye care, medical
aesthetics and dermatology, gastroenterology, women's health,
urology and anti-infective therapeutic categories.
Allergan is an industry leader in Open Science, a model of
research and development, which defines our approach to identifying
and developing game-changing ideas and innovation for better
patient care. With this approach, Allergan has built one of the
broadest development pipelines in the pharmaceutical industry with
70+ mid-to-late stage pipeline programs currently in
development.
Allergan's success is powered by our more than 18,000 global
colleagues' commitment to being Bold for Life. Together, we build
bridges, power ideas, act fast and drive results for our customers
and patients around the world by always doing what is right.
With commercial operations in approximately 100 countries,
Allergan is committed to working with physicians, healthcare
providers and patients to deliver innovative and meaningful
treatments that help people around the world live longer, healthier
lives every day.
For more information, visit Allergan's website at
www.Allergan.com.
Forward-Looking Statement
Statements contained in this press release that refer to future
events or other non-historical facts are forward-looking statements
that reflect Allergan's current perspective on existing trends and
information as of the date of this release. Actual results may
differ materially from Allergan's current expectations depending
upon a number of factors affecting Allergan's business. These
factors include, among others, the difficulty of predicting the
timing or outcome of FDA approvals or actions, if any; the impact
of competitive products and pricing; market acceptance of and
continued demand for Allergan's products; difficulties or delays in
manufacturing; and other risks and uncertainties detailed in
Allergan's periodic public filings with the Securities and Exchange
Commission, including but not limited to Allergan's Annual Report
on Form 10-K for the year ended December 31,
2016 and Allergan's Quarterly Report on Form 10-Q for the
period ended March 31, 2017. Except
as expressly required by law, Allergan disclaims any intent or
obligation to update these forward-looking statements.
CONTACTS: Allergan:
Investors:
Daphne Karydas
(862) 261-8006
Media:
Mark Marmur
(862) 261-7558
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SOURCE Allergan plc