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Published on 9/8/2011 in the Prospect News Private Placement Daily.

New Issue: Perrigo places $350 million of notes under amended purchase agreement

By Lisa Kerner

Charlotte, N.C., Sept. 8 - Perrigo Co. entered into a second supplement to its May 29, 2008 master note purchase agreement with institutional investors for the private placement of three series of senior notes totaling $350 million.

The notes will be issued as follows:

• $75 million of 4.27% notes, series 2011-A, due Sept. 30, 2021;

• $175 million of 4.52% notes, series 2011-B, due Dec. 15, 2023; and

• $100 million of 4.67% notes, series 2011-C, due Sept. 30, 2026.

Proceeds from the sale of the series 2011 notes are expected to be used for general corporate purposes, which may include the repayment of debt, according to a form 8-K filing with the Securities and Exchange Commission.

The series 2011-A and series 2011-C notes will be issued on Sept. 30. Interest on these notes will be payable semiannually on March 30 and Sept. 30 in each year.

The series 2011-B notes will be issued on Dec. 15. Interest on these notes will be payable semiannually on June 15 and Dec. 15 in each year.

Perrigo may prepay the notes any time in an amount not less than $2 million and at a price of par plus accrued interest and a make-whole amount.

Under the note purchase agreement, Perrigo agrees it will not permit its consolidated leverage ratio, as of the end of any fiscal quarter, to be greater than 3.25 to 1.00; the ratio of consolidated EBIT to consolidated interest expense, for the then most recently completed four fiscal quarters, to be less than 3.00 to 1.00 at any time; and priority debt to exceed 15% of the consolidated adjusted total assets as of the end of the most recently completed fiscal quarter.

Purchasers include New York Life Insurance Co., New York Life Insurance and Annuity Corp., Teachers Insurance and Annuity Assoc. of America, Thrivent Financial for Lutherans, MONY Life Insurance Co., Axa Equitable Life Insurance Co., Horizon Blue Cross Blue Shield of New Jersey, Jackson National Life Insurance Co., ING Life Insurance Co Ltd., Reliastar Life Insurance Co., Reliastar Life Insurance Co. of New York, Great-West Life & Annuity Insurance Co., First Great-West Life & Annuity Insurance Co., Principal Life Insurance Co., American United Life Insurance Co., State Life Insurance Co., Pioneer Mutual Life Insurance Co., Northwestern Mutual Life Insurance Co., Transamerica Life (Bermuda) Ltd., Bankers Life and Casualty Co., Conseco Life Insurance Co., Washington National Insurance Co., Allstate Life Insurance Co. of New York, American Heritage Life Insurance Co., United of Omaha Life Insurance Co., Travelers Casualty and Surety Co. of America and Acacia Life Insurance Co.

The company announced plans for the notes on Aug. 16.

Perrigo is an Allegan, Mich.-based developer, manufacturer and distributor of pharmaceuticals, infant formulas, nutritional products, active pharmaceutical ingredients, and pharmaceutical and medical diagnostic products.

Issuer:Perrigo Co.
Issue:Senior notes
Total amount:$350 million
Distribution:Private placement
Pricing date:Sept. 1
Purchasers:New York Life Insurance Co., New York Life Insurance and Annuity Corp., Teachers Insurance and Annuity Assoc. of America, Thrivent Financial for Lutherans, MONY Life Insurance Co., Axa Equitable Life Insurance Co., Horizon Blue Cross Blue Shield of New Jersey, Jackson National Life Insurance Co., ING Life Insurance Co Ltd., Reliastar Life Insurance Co., Reliastar Life Insurance Co. of New York, Great-West Life & Annuity Insurance Co., First Great-West Life & Annuity Insurance Co., Principal Life Insurance Co., American United Life Insurance Co., State Life Insurance Co., Pioneer Mutual Life Insurance Co., Northwestern Mutual Life Insurance Co., Transamerica Life (Bermuda) Ltd., Bankers Life and Casualty Co., Conseco Life Insurance Co., Washington National Insurance Co., Allstate Life Insurance Co. of New York, American Heritage Life Insurance Co., United of Omaha Life Insurance Co., Travelers Casualty and Surety Co. of America, Acacia Life Insurance Co.
Series 2011-A
Amount:$75 million
Maturity:Sept. 30, 2021
Coupon:4.27%
Settlement date:Sept. 30
Series 2011-B
Amount:$175 million
Maturity:Dec. 15. 2023
Coupon:4.52%
Settlement date:Dec. 15
Series 2011-C
Amount:$100 million
Maturity:Sept. 30, 2026
Coupon:4.67%
Settlement date:Sept. 30

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