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Mallinckrodt International Finance S.A. Announces Private Offering of Senior Unsecured Notes

  Mallinckrodt International Finance S.A. Announces Private Offering of Senior
  Unsecured Notes

Business Wire

DUBLIN -- April 8, 2013

Mallinckrodt International Finance S.A. (“MIFSA”), a wholly owned subsidiary
of Covidien plc (NYSE: COV) which will become a wholly owned subsidiary of
Mallinckrodt plc (“Mallinckrodt”) at the time of the completion of the
separation of the Pharmaceuticals business of Covidien from its other
businesses, announced today that, subject to market conditions, it plans to
privately offer up to $900 million of senior unsecured notes (the “Notes”).

The Notes will initially be guaranteed on an unsecured and unsubordinated
basis by Covidien International Finance S.A. (“CIFSA”), a wholly owned
subsidiary of Covidien. Subject to and concurrently with the satisfaction of
certain conditions (including the distribution of Mallinckrodt’s ordinary
shares to the holders of Covidien ordinary shares as of the record date for
the distribution), the CIFSA guarantee will be automatically and
unconditionally released and discharged. At the time of the release of the
CIFSA guarantee, Mallinckrodt plc will guarantee the Notes on an unsecured and
unsubordinated basis. The closing of the offering is expected to occur in
April 2013. It is anticipated that MIFSA will retain a portion of the net
proceeds for general corporate purposes and that the majority will be retained
by Covidien.

The offering will be made only to qualified institutional buyers in accordance
with Rule 144A under the Securities Act of 1933, as amended (the “Securities
Act”), and to certain non-U.S. persons in accordance with Regulation S under
the Securities Act. The Notes will not be registered under the Securities Act
and may not be offered or sold without registration unless an exemption from
such registration is available. This press release does not constitute an
offer to sell the Notes, nor a solicitation of an offer to purchase the Notes.

FORWARD-LOOKING STATEMENTS

This press release contains certain “forward-looking statements” within the
meaning of the United States Private Securities Litigation Reform Act of 1995.
Such forward-looking statements include, but are not limited to: statements
about the separation of the Pharmaceuticals business from Covidien’s other
businesses, the transfer of the assets and liabilities associated with such
Pharmaceuticals business to Mallinckrodt and the creation, as a result of the
distribution, of an independent, publicly traded company, Mallinckrodt plc, to
hold the assets and liabilities associated with the Pharmaceuticals business
after the distribution; the terms and the effect of the distribution and the
related transactions (including as to tax consequences); and the conditions to
completion of the distribution. These statements are subject to a variety of
risks and uncertainties that could cause actual results to differ materially
from current expectations. These risks and uncertainties include, but are not
limited to, MIFSA’s ability to consummate the offering of the Notes.
Mallinckrodt is under no obligation to (and expressly disclaims any such
obligation to) update or alter any forward-looking statements whether as a
result of new information, future events or otherwise. More detailed
information about these and other risk factors is set forth in Mallinckrodt’s
Registration Statement on Form 10, as amended, which has not yet been declared
effective by the SEC, and Covidien’s Annual Report on Form 10-K and other
periodic filings with the SEC.

Contact:

Covidien plc
Bruce Farmer, 508-452-4372
Vice President
Public Relations
bruce.farmer@covidien.com
or
Coleman Lannum, CFA, 508-452-4343
Vice President
Investor Relations
cole.lannum@covidien.com
or
Todd Carpenter, 508-452-4363
Senior Director
Investor Relations
todd.carpenter@covidien.com
 
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