Endo units offer to exchange three series of notes for new notes

By Sarah Lizee

Olympia, Wash., May 14 – Endo International plc subsidiaries Par Pharmaceutical, Inc., Endo DAC, Endo Finance LLC and Endo Finco Inc. began exchange offers and related consent solicitations for three series of its senior notes, according to a press release.

The issuers plan to issue in exchange up to $400 million of 7½% new first-lien senior secured notes due 2027 issued by Par Pharmaceutical, up to $1,110,440,000 of new 9½% second-lien secured notes due 2027 issued by Endo DAC, Endo Finance and Endo Finco and up to $2,707,766,000 of new 6% senior notes due 2028 issued by Endo DAC, Endo Finance and Endo Finco.

Holders who tender their existing notes for exchange by the early tender deadline, 5 p.m. ET on May 28, will be eligible to receive the following total exchange considerations:

• For any and all $210.44 million of outstanding 5 3/8% notes due 2023 (Cusips: 29271LAE4, U2918VAE5) issued by Endo Finance and Endo Finco, a total exchange consideration of $1,000 of new second-lien notes per $1,000 of existing notes;

• For any and all $1,439,840,000 of outstanding 6% notes due 2023 (Cusips: 29273EAC2, G3040EAB4) issued by Endo DAC, Endo Finance and Endo Finco, an exchange consideration of $173.63 of new first-lien notes, $347.26 of new second-lien notes and $479.11 of new unsecured notes per $1,000 of existing notes;

• For any and all $1.2 billion of outstanding 6% notes due 2025 (Cusips: 29273EAA6, G3040EAA6) issued by Endo DAC, Endo Finance and Endo Finco, an exchange consideration of $125 of new first-lien notes, $333.33 of new second-lien notes and $541.67 of new unsecured notes per $1,000 of existing notes.

Holders who tender any existing notes for exchange after the early tender deadline will receive $950 of new unsecured notes per $1,000 of existing notes tendered. The total exchange consideration for any notes tendered after the early tender date will not include any new first- or second-lien notes.

The new first-lien notes are expected to have the same terms and be fully fungible with the existing 7½% secured 2027 notes issued by Par Pharmaceuticals.

In conjunction with the exchange offers, the issuers are soliciting consents to proposed amendments from eligible holders of each series of old notes providing for, among other things, the elimination of most of the restrictive covenants, some of the affirmative covenants and some of the events of default contained in each of the old notes.

The adoption of the proposed amendments requires the consent of the eligible holders of at least a majority of the outstanding principal amount of such series of old notes.

Any eligible holder that tenders old notes under the exchange offers must also deliver the related consents to the corresponding proposed amendments, and eligible holders that validly tender their old notes under the exchange offers will be deemed to have delivered their corresponding consents.

Eligible holders may not deliver consents without also tendering their old notes.

Tenders and consents may be withdrawn by the early tender deadline.

The consummation of each exchange offer is cross-conditioned on the consummation of the other exchange offers.

The exchange offers and the consent solicitations will expire at 11:59 p.m. ET on June 11.

Holders who validly tender old notes at or prior to 5 p.m. ET on May 28, the early tender deadline, will be eligible to receive their applicable pro rata portion of new notes.

The exchange agent and information agent for the exchange offers and consent solicitations is D.F. King & Co., Inc. (866 796-1292, 212 269-5550 or endo@dfking.com).

Endo is a generics and specialty branded pharmaceutical company based in Malvern, Pa.

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