By Lisa Kerner
Charlotte, N.C., July 10 - West Pharmaceutical Services, Inc. provided additional details about its previously announced private placement of $168 million senior notes in a form 8-K filing with the Securities and Exchange Commission.
The notes were issued in three series as follows:
• $42 million of 3.67% series 2012 A notes due July 5, 2022;
• $53 million of 3.82% series 2012 B notes due July 5, 2024; and
• $73 million of 4.02% series 2012 C notes due July 5, 2027.
The notes have a make-whole call at Treasuries plus 50 basis points, subject to a minimum principal amount of $1 million.
Proceeds will be used to reduce debt under West's revolving credit facility that was used to finance the purchase of $158.4 million principal amount of its 4% convertible junior subordinated debentures due 2047 under a tender offer completed on June 5, a company news release said.
Under the note purchase agreement, West may not have priority debt in excess of 25% of consolidated total capitalization. West must also maintain, for the period of the four most recent consecutive fiscal quarters, a ratio of consolidated EBIT to consolidated interest expense of at least 2.5 to 1.0 and a ratio of consolidated total debt to consolidated EBITDA of no greater than 3.5 to 1.0, the filing said.
Purchasers included Ameritas Life Insurance Corp., Aviva Life and Annuity Co., AXA Equitable Life Insurance Co., ING Life Insurance and Annuity Co., Jackson National Life Insurance Co., Jackson National Life Insurance Co. of New York, Life Insurance Co. of the Southwest, MetLife Alico Insurance K.K., MONY Life Insurance Co., Mutual of Omaha Insurance Co., United of Omaha Life Insurance Co., Nationwide Life Insurance Co., New York Life Insurance Co., New York Life Insurance and Annuity Corp., Northwestern Mutual Life Insurance Co., Prudential Insurance Co. of America, Pruco Life Insurance Co., Southern Farm Bureau Life Insurance Co. and Woodmen of the World Life Insurance Society.
West Pharmaceutical is a Lionville, Pa.-based manufacturer of components and systems for injectable drug delivery.
| Issuer: | West Pharmaceutical Services, Inc.
|
| Issue: | Senior notes
|
| Amount: | $168 million
|
| Price: | Par
|
| Call option: | Make-whole at Treasuries plus 50 bps
|
| Settlement date: | July 5
|
| Distribution: | Private placement
|
| Purchasers: | Ameritas Life Insurance Corp., Aviva Life and Annuity Co., AXA Equitable Life Insurance Co., ING Life Insurance and Annuity Co., Jackson National Life Insurance Co., Jackson National Life Insurance Co. of New York, Life Insurance Co. of the Southwest, MetLife Alico Insurance K.K., MONY Life Insurance Co., Mutual of Omaha Insurance Co., United of Omaha Life Insurance Co., Nationwide Life Insurance Co., New York Life Insurance Co., New York Life Insurance and Annuity Corp., Northwestern Mutual Life Insurance Co., Prudential Insurance Co. of America, Pruco Life Insurance Co., Southern Farm Bureau Life Insurance Co. and Woodmen of the World Life Insurance Society
|
|
|
| Series A notes
|
| Amount: | $42 million
|
| Maturity: | July 5, 2022
|
| Coupon: | 3.67%
|
|
|
| Series B notes
|
| Amount: | $53 million
|
| Maturity: | July 5, 2024
|
| Coupon: | 3.82%
|
|
|
| Series C notes
|
| Amount: | $73 million
|
| Maturity: | July 5, 2027
|
| Coupon: | 4.02%
|
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