Endo International plc Announces Endo Health Solutions Inc. Will Commence
DUBLIN, March 28, 2014
DUBLIN, March 28, 2014 /PRNewswire/ --Endo International plc (NASDAQ: ENDP)
(TSX: ENL) ("Endo" or the "Company") announced today that its wholly-owned
subsidiary, Endo Health Solutions Inc. ("EHSI"), will commence offers to
exchange any and all of the outstanding unsecured 7% Senior Notes due 2019,
7.00% Senior Notes due 2020 and 7¼% Senior Notes due 2022 issued by EHSI,
which have an aggregate principal amount outstanding of $1.3 billion
(collectively, the "Existing EHSI Notes"), for new unsecured 7.00% Senior
Notes due 2019, 7.00% Senior Notes due 2020 and 7.25% Senior Notes due 2022
(collectively, the "New Endo Finance Notes"), respectively, issued by Endo
Finance LLC ("Endo Finance") and Endo Finco Inc. ("Endo Finco" and, together
with Endo Finance, the "Endo Finance Issuers") and guaranteed by Endo Limited
and certain of its direct and indirect subsidiaries (collectively, the
"Guarantors"). The exchange offers will commence on March 27, 2014 and will
expire at 11:59 p.m., New York City time, on April 23, 2014, unless extended
or terminated (the "Expiration Date"). The exchange of each series of the
Existing EHSI Notes for the corresponding series of New Endo Finance Notes
will be conducted on a par-for-par basis, subject to downward adjustment for
tenders submitted after 11:59 p.m., New York City time, on April 9, 2014 (as
it may be extended or terminated, the "Consent Date"). The terms and
conditions of the exchange offers appear in the offering documents, which will
be distributed to the holders of Existing EHSI Notes who complete and return a
letter of eligibility confirming that they are "Eligible Holders" for the
purposes of the exchange offers and the related consent solicitations. Endo
expressly reserves the right to waive these conditions in whole or in part at
any or at various times in its sole discretion.
Each series of New Endo Finance Notes will have substantially the same
economic terms as the corresponding series of outstanding Existing EHSI Notes
for which they are being offered in exchange, including interest rate,
interest payment dates, optional redemption terms, and maturity. However, the
Guarantors under each series of New Endo Finance Notes will be the same as
those that guarantee the Endo Finance Issuers' existing 5.75% Senior Notes due
2022, including the recently acquired Paladin Labs Inc., which currently does
not guarantee the Existing EHSI Notes. The covenants in the indentures
governing each series of New Endo Finance Notes will be substantially similar
to those of the Endo Finance Issuers' existing 5.75% Senior Notes due 2022.
The New Endo Finance Notes and the guarantees thereof will rank pari-passu
with all existing and future unsecured senior indebtedness of the Endo Finance
Issuers and the Guarantors.
In connection with these exchange offers, EHSI is soliciting consents to amend
the Existing EHSI Notes and the indentures governing the Existing EHSI Notes.
The proposed amendments, with respect to each series of the Existing EHSI
Notes, which require the consent of a majority in outstanding principal amount
of such series of Existing EHSI Notes, would (i) delete in their entirety
substantially all the restrictive covenants, (ii) modify the covenants
regarding mergers and consolidations and (iii) eliminate certain events of
default. Subject to certain conditions, holders of Existing EHSI Notes who
consent by the Consent Date will receive a cash payment of $5.00 per each
$1,000 principal amount of Existing EHSI Notes as to which a holder delivers a
The consideration offered in the exchange offers and consent solicitations is
Total Including Consent in Principal
Outstanding Consideration, Payment in Cash Amount of
Existing Principal if and New Endo
EHSI CUSIP Amount Tendered Prior Principal Amount Finance Notes,
Notes No. (in to of if Tendered
millions) the Consent New Endo Finance After the
Date(1)(2) Notes, if Consent Date
Tendered and Prior to
Prior to the the Expiration
$1,000 $1,000 principal
7% Senior principal amount $970 principal
Notes due 29264F $500.0 amount of 2019 of 2019 New Endo amount of 2019
2019 AG1 New Endo Finance Notes, New Endo
Finance plus Finance Notes
Notes $5.00 in cash
7.00% $1,000 $1,000 principal $970 principal
Senior 29264F principal amount of 2020 amount of 2020
Notes due AE6 $400.0 amount of 2020 New Endo Finance New Endo
2020 New Endo Notes, plus $5.00 Finance Notes
Finance Notes in cash
7¼% $1,000 $1,000 principal $970 principal
Senior 29264F principal amount of 2022 amount of 2022
Notes due AJ5 $400.0 amount of 2022 New Endo Finance New Endo
2022 New Endo Notes, plus $5.00 Finance Notes
Finance Notes in cash
1.Consideration per $1,000 principal amount of Existing EHSI Notes.
2.This does not include the consent payment in cash of $5.00 per $1,000
principal amount of Existing EHSI Notes. The consent payment in cash is
payable in respect of consents received prior to the Consent Date, subject
to the satisfaction of the conditions to such payment.
EHSI's obligation to complete each exchange offer and to make the cash consent
payments pursuant to each consent solicitation is conditioned upon, among
other things, receipt of the requisite consents sufficient to effect the
proposed amendments with respect to each series of the Existing EHSI Notes.
The New Endo Finance Notes have not been registered under the Securities Act
of 1933, as amended (the "Securities Act"), or any state or foreign securities
laws. The New Endo Finance Notes may not be offered or sold in the United
States absent registration or an applicable exemption from the registration
requirements of the Securities Act or any applicable state securities laws.
This press release is issued pursuant to Rule 135c under the Securities Act
and does not constitute an offer to purchase or exchange any securities or a
solicitation of any offer to sell any securities. The exchange offers will be
made only pursuant to a confidential offering document and related consent and
letter of transmittal and only to persons certifying that they are (i) in the
United States and "qualified institutional buyers" within the meaning of Rule
144A under the Securities Act (that are also institutional "accredited
investors" within the meaning of Rule 501 of Regulation D of the Securities
Act), or (ii) not "U.S. persons" and are outside of the United States (and are
not acting for the account or benefit of a U.S. person) within the meaning of
Regulation S under the Securities Act.
The offering documents will only be distributed to Eligible Holders. D.F. King
& Co., Inc. is the information agent for the exchange offers, (800) 967-5079
(U.S. toll-free) or (212) 269-5550 (collect).
About Endo International plc
Endo International plc (NASDAQ: ENDP) (TSX: ENL) is a global specialty
healthcare company focused on improving patients' lives while creating
shareholder value. Endo develops, manufactures, markets, and distributes
quality branded pharmaceutical, generic and device products through its
operating companies. Endo has global headquarters in Dublin, Ireland and U.S.
headquarters in Malvern, PA.
About Endo Health Solutions Inc.
Endo Health Solutions Inc., headquartered in Malvern, PA, is a wholly-owned
subsidiary of Endo International plc (NASDAQ: ENDP) (TSX: ENL), a global
specialty healthcare company focused on improving patients' lives while
creating shareholder value.
This press release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Statements including
words such as "believes," "expects," "anticipates," "intends," "estimates,"
"plan," "will," "may," "look forward," "intend," "guidance," "future" or
similar expressions are forward-looking statements. Because these statements
reflect our current views, expectations and beliefs concerning future events,
these forward-looking statements involve risks and uncertainties. Investors
should note that many factors, as more fully described under the caption "Risk
Factors" in Endo's and EHSI's Form 10-K, Form 10-Q and Form 8-K filings, as
applicable, with the Securities and Exchange Commission and as otherwise
enumerated herein or therein, could affect Endo's future financial results and
could cause Endo's actual results to differ materially from those expressed in
forward-looking statements contained in EHSI's Annual Report on Form 10-K. The
forward-looking statements in this press release are qualified by these risk
factors. These are factors that, individually or in the aggregate, could cause
our actual results to differ materially from expected and historical results.
Endo assumes no obligation to publicly update any forward-looking statements,
whether as a result of new information, future developments or otherwise.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: Statements in this press release regarding Endo International plc and
Endo Health Solutions Inc. business which are not historical facts are
"forward-looking statements" that involve risks and uncertainties. For a
discussion of such risks and uncertainties, which could cause actual results
to differ from those contained in the forward-looking statements, see "Risk
Factors" in EHSI's Annual Report or Form 10-K for the most recently ended
SOURCE Endo International plc
Contact: Investors/Media, Blaine Davis, (484) 216-7158; Investors, Jonathan
Neely, (484) 216-6645; Media, Brian O'Donnell, (484) 216-6726
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