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 valid consent.
The consideration offered in the exchange offers and consent solicitations is summarized below:
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Consideration per $1,000 principal amount of Existing EHSI Notes.
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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.