Pfizer begins exchange offers, consent solicitations for Hospira notes

By Angela McDaniels

Tacoma, Wash., Sept. 4 – Pfizer Inc. began exchange offers and consent solicitations for Hospira, Inc.’s $550 million of 6.05% notes due 2017, $350 million of 5.2% notes due 2020, $350 million of 5.8% notes due 2023 and $500 million of 5.6% notes due 2040, according to an S-4 filing with the Securities and Exchange Commission.

The early consent date is 5 p.m. ET on Sept. 17, and the expiration date is 11:59 p.m. ET on Oct. 1.

Holders who tender will receive notes issued by Pfizer that accrue interest at the same annual interest rate and have the same interest payment dates, optional redemption prices and maturity date as the Hospira notes for which they are exchanged.

For each $1,000 principal amount of Hospira notes tendered by the early consent date, holders will receive $1,000 principal amount of new Pfizer notes plus $1.00 in cash. This includes the early participation premium, $30.00 principal amount of new Pfizer notes.

For each $1,000 principal amount of Hospira notes tendered after the early consent date but prior to the offer expiration, holders will receive $970 principal amount of new Pfizer notes plus $1.00 in cash.

No accrued interest will be paid on the Hospira notes in connection with the exchange offer. However, the first interest payment for each series of Pfizer notes issued in the exchange will have accrued from the most recent interest payment date for such tendered Hospira note.

Pfizer is soliciting consents to eliminate substantially all of the restrictive covenants in the Hospira indentures, extend the cure period for certain events of default, change the delivery date of the annual compliance certificate and modify the change-of-control provisions so they will no longer apply.

By tendering notes for exchange, holders will be deemed to have delivered consents to the proposed amendments. Holders may not consent to the proposed amendments without tendering their Hospira notes.

The exchange offers are conditioned on the receipt of consents from the holders of at least a majority of the outstanding principal amount of each series of Hospira notes.

The dealer managers are Citigroup Global Markets Inc. (800 558-3745 or 212 723-6106) and Goldman Sachs & Co. (800 828-3182 or 212 902-5183). The exchange agent and information agent is Global Bondholder Services Corp. (212 430-3774 for banks and brokers and 866 470-3900 for others).

Pfizer is a biopharmaceutical company based in New York. It acquired Lake Forest, Ill.-based Hospira, which makes injectable drugs, infusion technologies and biosimilars, on Sept. 3.

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