Allergan begins one-month tender for up to $2 billion of several notes

By Susanna Moon

Chicago, May 10 – Allergan plc said indirect wholly owned subsidiaries Allergan Funding SCS, Allergan Finance LLC, Forest Laboratories, LLC and Allergan, Inc., each as co-offeror with its wholly owned subsidiary Warner Chilcott Ltd., are tendering for up to $2 billion principal amount of several series of notes.

In the tender offers, Warner Chilcott is the co-offeror with Allergan Funding SCS (formerly known as Actavis Funding SCS) for the 4.85% notes due 2044, the 4.55% notes due 2035 and the 4.75% notes due 2045 issued by Allergan Funding SCS; with Allergan Finance LLC (formerly known as Actavis, Inc.) for the 3.25% notes due 2022 and the 4.625% notes due 2042 issued by Allergan Finance LLC; with Forest Laboratories, LLC for the 4.375% notes due 2019 and the 4.875% notes due 2021 by Forest Laboratories, LLC (formerly known as Forest Laboratories, Inc.); and with Allergan, Inc. for the 3.375% notes due 2020 issued by Allergan, Inc.

Pricing will be set at 11 a.m. ET on May 24 using a reference security plus a fixed spread as follows, with the notes listed in order of priority acceptance levels and the hypothetical total purchase price for each $1,000 principal amount:

• $750 million 4.875% notes due February 2021 issued by Forest Labs with tender sub-cap of $300 million and pricing to be set using the 1.875% U.S. Treasury note due April 30, 2022 plus 45 basis points for a hypothetical total purchase price of $1,082.49;

• $1 billion 4.625% notes due October 2042 issued by Allergan Finance with tender sub-cap of $400 million and pricing to be set using the 2.875% U.S. Treasury note due Nov. 15, 2046 plus 135 bps for a hypothetical total purchase price of $1,035.27;

• $1.05 billion 4.375% notes due February 2019 issued by Forest Labs with tender sub-cap of $420 million and pricing to be set using the 1.25% U.S. Treasury note due April 30, 2019 plus 50 bps for a hypothetical total purchase price of $1,035.34;

• $2.5 billion 4.75% notes due March 2045 issued by Allergan Funding with tender sub-cap of $1 billion and pricing to be set using the 2.875% U.S. Treasury note due Nov. 15, 2046 plus 135 bps for a hypothetical total purchase price of $1,056.87;

• $1.5 billion 4.85% notes due June 2044 issued by Allergan Funding with tender sub-cap of $375 million and pricing to be set using the 2.875% U.S. Treasury note due Nov. 15, 2046 plus 140 bps for a hypothetical total purchase price of $1,063.53;

• $2.5 billion 4.55% notes due March 2035 issued by Allergan Funding with pricing based on the 2.875% U.S. Treasury note due Nov. 15, 2046 plus 130 bps for a hypothetical total purchase price of $1,025.30;

• $650 million 3.375% notes due September 2020 issued by Allergan, Inc. with pricing based on the 1.5% U.S. Treasury note due April 30, 2020 plus 75 bps for a hypothetical total purchase price of $1,034.00; and

• $1.7 billion 3.25% notes due October 2022 issued by Allergan Finance with pricing based on the 1.875% U.S. Treasury note due April 30, 2022 plus 90 bps for a hypothetical total purchase price of $1,019.77.

The total purchase price will include an early tender premium of $30.00 for each $1,000 principal amount of notes tendered by 5 p.m. ET on May 23, the early tender date.

The hypothetical total purchase price was set using the U.S. Treasury reference security as of 11 a.m. ET on May 9, assuming an early settlement date of May 30.

Holders also will receive accrued interest up to but excluding the settlement date.

The tender offers will remain open until 11:59 p.m. ET on June 7.

Tendered notes may be withdrawn before the early deadline.

Morgan Stanley & Co. LLC (800 624-1808 or 212 761-1057), BofA Merrill Lynch (888 292-0070 or 980 387-3907) and Citigroup Global Markets Inc. (800 558-3745 or 212 723-6106) are the lead dealer managers. Barclays, BNP Paribas Securities Corp., HSBC and Mizuho Securities USA LLC are the co-dealer managers.

Global Bondholder Services Corp. (866 470-4200, 212 430-3774 or gbsc-usa.com/Allergan) is the tender and information agent.

Allergan is an Irvine, Calif.-based multi-specialty health care company.

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