Endo Pharmaceuticals (Nasdaq: ENDP) announced today the commencement of a cash tender offer by its wholly-owned subsidiary, Endo Pharmaceuticals Solutions Inc., for any and all outstanding Ledgemont PhaRMA(SM) Secured 16% Notes due 2024 (the "Notes") of Ledgemont Royalty Sub LLC, Endo Pharmaceuticals Solutions Inc.'s wholly-owned subsidiary. The purpose of the tender offer is to acquire any and all Notes to reduce the consolidated interest expense of Endo.
The tender offer is being made pursuant to an Offer to Purchase, dated August 26, 2009, and related Letter of Transmittal, dated August 26, 2009, which set forth the terms and conditions and a more detailed description of the tender offer. The tender offer will expire at 5:00 p.m., New York City time, on September 24, 2009 (the "expiration time"), unless extended or earlier terminated.
The following table summarizes the material pricing terms for the tender offer:
PRINCIPAL TENDER OFFER EARLY TOTAL EARLY TITLE AMOUNT CONSIDERATION TENDER CONSIDERATION CUSIP NO. OF NOTES OUTSTANDING (1) PAYMENT(1) (1)(2) 52328N AA3 Ledgemont PhaRMA(SM) Secured 16% Notes due 2024 $105,000,000 $950 $50 $1,000 (1) Per $1,000 principal amount of Notes accepted for payment by Endo Pharmaceuticals Solutions Inc. (2) The total early consideration includes the early tender payment and is payable only in respect of Notes validly tendered (and not validly withdrawn) at or prior to 5:00 p.m., New York City time, on September 9, 2009, unless extended (the "early tender deadline") and accepted for payment by Endo Pharmaceuticals Solutions Inc.
Holders must tender their Notes at or prior to the early tender deadline to be eligible to receive the total early consideration of $1,000 per $1,000 principal amount of Notes. Holders who tender their Notes after such time and at or prior to the expiration time will be eligible to receive the tender offer consideration of $950 per $1,000 principal amount of Notes, which is the total early consideration less the early tender payment. Payments for Notes purchased also will include accrued and unpaid interest on the Notes from the last interest payment date for the Notes to, but excluding, the payment date, which will occur on or before the third business day following the date that Endo Pharmaceuticals Solutions Inc. accepts Notes for purchase pursuant to the tender offer or promptly thereafter.
Endo Pharmaceuticals Solutions Inc.'s obligation to accept for purchase and to pay the tender offer consideration or the total early consideration, as outlined in the table above, as applicable, and the accrued and unpaid interest on Notes validly tendered (and not validly withdrawn) pursuant to the tender offer is conditioned upon the satisfaction or waiver of certain conditions. The tender offer is not conditioned upon any minimum principal amount of the Notes being tendered.
Notes tendered prior to the early tender deadline may be validly withdrawn at any time at or prior to 5:00 p.m., New York City time, on September 9, 2009, but not thereafter unless required by law.
Endo Pharmaceuticals Solutions Inc. has retained Morgan Stanley & Co. Incorporated to serve as Dealer Manager for the tender offer. U.S. Bank National Association has been retained to serve as the Depositary for the tender offer.
For additional information regarding the terms of the tender offer, please contact Morgan Stanley at Morgan Stanley, Attention: Liability Management Group, 1585 Broadway, New York, New York, 10036, (800) 624-1808 or (212) 761-5384. Questions regarding the tender of Notes may be directed to the Depositary at (651) 495-3520. Requests for copies of documents should be directed to Endo Pharmaceuticals Solutions Inc., Attention: Investor Relations, 100 Endo Blvd., Chadds Ford, Pennsylvania, 19317, (610) 558-9800.
Endo Pharmaceuticals Solutions Inc. may, subject to applicable law, amend, extend or terminate the tender offer.
This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes or any other security. The tender offer is being made only by the Offer to Purchase and the related Letter of Transmittal. The tender offer is not being made to noteholders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. Neither the Offer to Purchase nor the Letter of Transmittal has been filed with the Securities and Exchange Commission, nor has any such document been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer to Purchase or the Letter of Transmittal, and it is unlawful and may be a criminal offense to make any representation to the contrary. In any jurisdiction in which the tender offer is required to be made by a licensed broker or dealer, it shall be deemed to be made by the Dealer Manager on behalf of Endo Pharmaceuticals Solutions Inc.