Aug 12 2010
Warner Chilcott plc (Nasdaq: WCRX) today announced that its subsidiaries, Warner Chilcott Company, LLC and Warner Chilcott Finance LLC (each a co-issuer, and together, the "Issuers"), plan to issue an aggregate principal amount of $750 million of senior notes due 2018 (the "Notes") in a private placement.
The Issuers' obligations under the Notes will be guaranteed by Warner Chilcott plc and by its other subsidiaries that guarantee obligations under Warner Chilcott's senior secured credit facilities, subject to certain exceptions.
As previously announced, Warner Chilcott intends to use the net proceeds from the offering, together with $1.5 billion aggregate principal amount of additional term loans to be incurred pursuant to an amendment to its existing senior secured credit facilities, in order to fund a special cash dividend to its shareholders of $8.50 per share, or approximately $2.14 billion in the aggregate, and to pay related fees and expenses. The closing of the Notes offering is conditioned upon the concurrent closing of the amendment to, and borrowings under, the senior secured credit facilities.
The Notes have not been registered under the Securities Act of 1933, as amended. The Notes may not be offered or sold within the United States or to U.S. persons, except to "qualified institutional buyers" in reliance on the exemption from registration provided by Rule 144A and to certain persons in offshore transactions in reliance on Regulation S.
SOURCE Warner Chilcott plc