Pfizer wraps exchange for four series of Hospira notes after buyout

By Susanna Moon

Chicago, Oct. 2 – Pfizer Inc. announced the results of the exchange offers and consent solicitations for four series of notes issued by Hospira, Inc., a recently acquired subsidiary.

The exchange offers ended at 11:59 p.m. ET on Oct. 1, with settlement set for Oct. 5, according to a company press release. The offers began Sept. 4.

Investors had tendered the following amount of Hospira notes:

• $502,779,000, or 91.41%, of the $550 million of 6.05% notes due 2017;

• $329,916,000, or 94.26%, of the $350 million of 5.2% notes due 2020;

• $342,017,000, or 97.72%, of the $350 million of 5.8% notes due 2023; and

• $494,769,000, or 98.95%, of the $500 million of 5.6% notes due 2040.

As of 5 p.m. ET on Sept. 17, the early consent date, investors had tendered 91.31% of the 6.05% notes, 92.95% of the 5.2% notes, 97.61% of the 5.8% notes and 98.95% of the 5.6% notes.

As previously announced, the exchange notes issued by Pfizer will 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. The total value includes an early participation premium of $30.00 principal amount of new Pfizer notes.

Those who tendered their notes for exchange after the early deadline will receive $970 principal amount of new Pfizer notes plus $1.00 in cash.

Accrued interest will not be paid on the Hospira notes under the exchange offer. The first interest payment for each series of Pfizer notes issued in the exchange, however, will have accrued from the most recent interest payment date for the tendered Hospira note.

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

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

The exchange offers were 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, which was satisfied by the early tender deadline.

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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