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Published on 9/19/2014 in the Prospect News Bank Loan Daily.

Horizon Pharma draws full $300 million under term loan for acquisition

By Jennifer Chiou

New York, Sept. 19 – Horizon Pharma plc announced that Hamilton Holdings (USA), Inc. has drawn all $300 million under the company’s previously announced five-year senior secured term loan facility in connection with Horizon’s merger with Vidara Therapeutics International Ltd.

Formerly Horizon Pharma, Inc., Horizon completed its acquisition of Vidara on Friday and will be based in Dublin, according to an 8-K filing with the Securities and Exchange Commission.

Hamilton Holdings, an indirect wholly owned subsidiary of Vidara, is the borrower.

As announced in June, the loan replaced the company’s $250 million bridge loan commitment arranged with Deerfield Management Co., LP on March 19.

As noted, the credit agreement also provides for an uncommitted accordion facility, under which Vidara and its subsidiaries may become borrowers.

Interest on the term loan will accrue at Libor plus 800 basis points, subject to a 1% Libor floor.

Horizon will pay to administrative agent and collateral agent Citibank, NA a ticking fee that accrues beginning 31 days after the effective date through, but excluding the earliest to occur of (i) the closing date of the merger, (ii) Oct. 1 and (iii) the date of the termination of all of the commitments of the lenders. The ticking fee will initially be 4% per year of the term loan commitments, stepping up to 8% per year 61 days after the effective date. Horizon will also pay an upfront fee equal to 1% of borrowings on the closing date.

Citigroup Global Markets Inc. and Cowen and Co., LLC are the joint bookrunners and joint lead arrangers, co-syndication agents and co-documentation agents for the financing.

As previously reported, Horizon entered into a definitive agreement for it to acquire Vidara through a reverse merger for stock and cash valued at about $660 million.

Horizon is a specialty pharmaceutical company.


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