DUBLIN, March 15, 2019 /PRNewswire/ -- Endo
International plc (NASDAQ: ENDP) today announced an upsizing of its
previously announced cash tender offers (the "Tender Offers") and
consent solicitations by Endo Finance LLC ("Endo Finance"), a
wholly-owned subsidiary of Endo International plc. Endo Finance
amended the Tender Offers to increase (i) the Aggregate Purchase
Price (as defined below) from the initial amount of $1.0 billion to $1.5
billion for all of the Notes (as defined below) validly
tendered and not validly withdrawn in the Tender Offers and (ii)
the Acceptance Sublimit (as defined below) from the initial
aggregate amount of $500.0 million to
$650.0 million. All other terms of
the Tender Offers and the related consent solicitations, as
previously announced, remain unchanged.
The Tender Offers will be in an amount such that the maximum
aggregate consideration (excluding accrued interest) paid by Endo
Finance does not exceed the increased amount of $1.5 billion (subject to further 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"),
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
March 14, 2019 (the "Offer to
Purchase"), as amended on the date hereof, and the related Letter
of Transmittal and Consent. The Tender Offers are conditioned,
among other conditions set forth in the Offer to Purchase, upon the
Company having received gross proceeds of an aggregate principal
amount of at least $1.0 billion (the
"financing condition") from one or more issuances of secured
indebtedness in the capital markets and/or from borrowings under
the Company's existing credit facilities. The Company's ability to
raise additional proceeds from one or more issuances of secured
indebtedness will be dependent on then prevailing market conditions
and other factors. Each of the Tender Offers is a separate offer
(each, an "Offer"), and, subject to applicable law, each Offer may
be individually amended, extended or terminated.
The following table summarizes certain material terms for the
Tender Offers:
|
|
|
|
|
|
|
Dollars per $1,000
Principal Amount of Notes
|
|
|
|
Title of
Notes
|
|
CUSIP/ISIN
Number
|
|
Aggregate
Principal Amount
Outstanding
|
|
Acceptance
Priority Level
|
|
Acceptance
Sublimit
|
|
Tender Offer
Consideration(1)
|
|
Early Tender
Premium
|
|
Total
Consideration(1)(2)
|
|
7.25%
Senior
Notes due
2022
|
|
29271L AD6;
U2918V AD7 /
US29271LAD64;
USU2918VAD74
|
|
$396,280,000(3)
|
|
1
|
|
None
|
|
$970
|
|
$30
|
|
$1,000
|
|
5.75%
Senior
Notes due
2022
|
|
29271L AA2;
U2918V AA3 /
US29271LAA26;
USU2918VAA36
|
|
$700,000,000
|
|
2
|
|
None
|
|
$930
|
|
$30
|
|
$960
|
|
5.375%
Senior
Notes due
2023
|
|
29271L AE4;
U2918V AE5 /
US29271L AE48;
USU2918VAE57
|
|
$750,000,000
|
|
3
|
|
$650,000,000(4)
|
|
$810
|
|
$30
|
|
$840
|
|
6.000%
Senior
Notes due
2023
|
|
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 issued in
exchange for a like principal amount of 7.25% Senior Notes due 2022
(the "EHSI Notes") issued by Endo Health Solutions Inc.
("EHSI"). 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.
|
(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 price
acceptance sublimit of $650,000,000.
|
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
Wells Fargo Bank, National Association, the trustee for each series
of Consent Notes (the "Trustee"), but each Supplemental Indenture
will provide that the Proposed Amendments with respect to a series
of Consent Notes will not become operative until Endo Finance
purchases in the Tender Offers at least a majority in principal
amount of the outstanding applicable series of Consent Notes. Endo
Finance may, in its sole discretion, complete Tender Offers for any
series of Consent Notes even if valid consents sufficient to effect
the Proposed Amendments to the corresponding Indenture are not
received. If the Tender Offer for either series of Consent Notes is
terminated, withdrawn or consummated without the Requisite
Consents, the applicable Indentures will remain in effect in its
present form. In the event of any proration of any series of
Consent Notes, the Consents delivered with respect to such series
of Consent Notes shall be null and void, but the validity of such
Consent Notes tendered shall be unaffected.
Each of the Tender Offers and Consent Solicitations will expire
at 11:59 P.M., New York City time, on April 10, 2019,
unless extended (such date and time, as it may be extended, the
"Expiration Date") or earlier terminated by Endo Finance in
accordance with the terms of the Offer to Purchase. No tenders
submitted after the Expiration Date will be valid.
With respect to the 2023 Notes, tendered Notes may be validly
withdrawn from the Tender Offer at or prior to, but not after
5:00 p.m., New York City time, on March 27, 2019 (such date and time, as it may be
extended, the "Early Tender Date"). With respect to the Consent
Notes, tendered Notes may be validly withdrawn (and Consents
validly revoked) from the applicable Tender Offer, at or prior to,
but not after, the date the applicable Supplemental Indenture is
executed. In the case of each of the 2023 Notes and the Consent
Notes, such date and time, as it may be extended, is referred to as
the "Withdrawal Deadline." Holders who tender their Notes after the
Withdrawal Deadline, but prior to the Expiration Date, may not
withdraw their tendered Notes unless withdrawal rights are required
to be extended pursuant to applicable law.
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 $1,000 principal amount of Notes
purchased pursuant to the Tender Offers (the "Total
Consideration"), which includes the early tender premium set forth
in the table above per $1,000
principal amount of Notes (the "Early Tender Premium"). Subject to
the terms and conditions of the Tender Offers and Consent
Solicitations, holders who validly tender their Notes after the
Early Tender Date and at or prior to the Expiration Date, and whose
Notes are accepted for purchase, will receive only the applicable
tender offer consideration amount set forth in the table above for
each $1,000 principal amount of Notes
purchased pursuant to the Tender Offers (the "Tender Offer
Consideration"), which is equal to the applicable Total
Consideration minus the Early Tender Premium. In addition to
the applicable Total Consideration or the Tender Offer
Consideration, as the case may be, all holders of Notes accepted
for purchase pursuant to the Tender Offers will also receive on the
Early Settlement Date (as defined below), if any, or the Final
Settlement Date (as defined below), as applicable, accrued and
unpaid interest on their Notes purchased from the applicable last
interest payment date with respect to such Notes up to, but not
including, the Early Settlement Date or the Final Settlement Date,
as applicable.
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
March 29, 2019. To the extent that
Endo Finance does not elect early settlement or to the extent early
settlement is elected but the Tender Offers are not fully
subscribed at the Early Tender Date, Endo Finance expects to
purchase Notes that have been validly tendered in accordance with
the terms and conditions of the Tender Offers and Consent
Solicitations, promptly following the Expiration Date (the "Final
Settlement Date"), which is currently expected to occur on
April 12, 2019. Notes accepted on any
Early Settlement Date or the Final Settlement Date will be accepted
subject to the Aggregate Purchase Price, the Acceptance Priority
Levels, the applicable Acceptance Sublimit (if any) and proration,
each as described in the Offer to Purchase. If the aggregate
purchase price of the 2023 Notes validly tendered and not validly
withdrawn exceeds the Acceptance Sublimit, the 2023 Notes purchased
will be subject to proration based on the Acceptance Priority
Levels for the 2023 Notes and the aggregate purchase price of 2023
Notes tendered in the Offer, provided that subject to the
Acceptance Priority Levels for the 2023 Notes, any 2023 Notes
tendered at or prior to the Early Tender Date will be accepted for
purchase in priority to 2023 Notes tendered after the Early Tender
Date and at or prior to the Expiration Date and if the Acceptance
Sublimit for the 2023 Notes is exceeded at the Early Tender Date,
the 2023 Notes tendered at or prior to the Early Tender Date shall
constitute a separate proration pool.
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 J.P. Morgan Securities LLC to act as
the Dealer Manager for the Tender Offers and Solicitation Agent for
the Consent Solicitations and D.F. King & Co., Inc. as the
Tender Agent and Information Agent for the Tender Offers and the
Consent Solicitations. Questions regarding the Tender Offers and
the Consent Solicitations may be directed to J.P. Morgan Securities
LLC at (212) 834-3260 (collect) or (866) 834-4666
(toll-free) or D.F. King & Co., Inc. at (212) 269-5550
(collect), (800) 370-1164 (U.S. toll-free) or email at
endofin@dfking.com. Requests for additional copies of this Offer to
Purchase or the Letter of Transmittal should be directed to the
Information Agent at the phone number above.
None of Endo Finance, Endo
International plc or its other affiliates or subsidiaries,
their respective boards of directors, managers or other governing
bodies, officers and employees, the Dealer Manager, the
Solicitation Agent, the Tender Agent, the Information Agent or the
Trustee is making any representation or recommendation to any
holder as to whether or not to tender such holder's Notes or
deliver Consents. Holders should consult their own financial and
tax advisors and must make their own decision as to whether to
tender their Notes and, if applicable, deliver Consents pursuant to
the Tenders Offers and Consent Solicitations and, if so, the amount
of Notes to tender.
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 Endo International plc
Endo International plc (NASDAQ: ENDP) is a highly focused
generics and specialty branded pharmaceutical company delivering
quality medicines to patients in need through excellence in
development, manufacturing and commercialization. Endo has global
headquarters in Dublin, Ireland,
and U.S. headquarters in Malvern,
PA. Learn more at www.endo.com.
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 Securities and
Exchange Commission (the "SEC") and those identified elsewhere in
this press release could affect the Company's future financial
results and could cause the actual results to differ materially
from those expressed in forward-looking statements contained in
this press release.
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 SEC. Also note that, as described under the caption "Risk
Factors" contained in Item 1A of the Endo's Annual Report on Form
10-K for the fiscal year ended December 31,
2018 (as supplemented by the Company's subsequent SEC
filings), the Company provides a cautionary discussion of the
risks, uncertainties and possibly inaccurate assumptions relevant
to its business. These are factors that, individually or in the
aggregate, the Company thinks could cause its actual results to
differ materially from expected and historical results. Readers
should understand that it is not possible to predict or identify
all such factors. Consequently, readers should not consider this to
be a complete discussion of all potential risks or
uncertainties.
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.