Attached files
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EX-10.3 - EX-10.3 - Endo International plc | d860452dex103.htm |
EX-10.1 - EX-10.1 - Endo International plc | d860452dex101.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 27, 2015
ENDO INTERNATIONAL PLC
(Exact Name of Registrant as Specified in Charter)
Ireland | 001-36326 | Not Applicable | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Minerva House, Simmonscourt Road, Ballsbridge, Dublin 4, Ireland
(Address of principal executive offices)
Registrants telephone number, including area code 011-353-1-268-2000
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. | Entry into a Material Definitive Agreement. |
Indenture
Endo Limited, Endo Finance LLC and Endo Finco Inc. (collectively the Issuers), wholly owned subsidiaries of Endo International plc (the Company), entered into an indenture, dated as of January 27, 2015 (the Indenture), among the Issuers, the guarantors named therein and Wells Fargo Bank, National Association, as trustee, governing the terms of the Issuers $1,200,000,000 aggregate principal amount of 6.00% Senior Notes due 2025 (the Notes). The Notes were issued on January 27, 2015.
The Notes were issued in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the Securities Act), to qualified institutional buyers in accordance with Rule 144A and to persons outside of the United States pursuant to Regulation S under the Securities Act. The Notes are senior unsecured obligations of the Issuers and are guaranteed on a senior unsecured basis by certain of Endo Limiteds subsidiaries (collectively, the Guarantors). The Notes and the related guarantees have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
The Notes bear interest at a rate of 6.000% per year, accruing from January 27, 2015. Interest on the Notes is payable semiannually in arrears on February 1 and August 1 of each year, beginning on August 1, 2015. The Notes will mature on February 1, 2025, subject to earlier repurchase or redemption in accordance with the terms of the Indenture.
The Issuers may redeem some or all of the Notes at any time prior to February 1, 2020 at a price equal to 100% of the principal amount of the Notes redeemed plus accrued and unpaid interest, if any, to, but not including, the redemption date and a make-whole premium set forth in the Indenture. On or after February 1, 2020, the Issuers may redeem some or all of the Notes at any time at redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, to, but not including, the redemption date. In addition, at any time prior to February 1, 2018, the Issuers may redeem up to 35% of the aggregate principal amount of the Notes at a specified redemption price set forth in the Indenture plus accrued and unpaid interest, if any, to, but not including, the redemption date, with the net cash proceeds of certain equity offerings. If Endo Limited experiences certain change of control events, the Issuers must offer to repurchase the Notes at 101% of their principal amount, plus accrued and unpaid interest, if any, to, but not including, the repurchase date.
The Indenture contains covenants that, among other things, restrict Endo Limiteds ability and the ability of certain of its subsidiaries to incur certain additional indebtedness and issue preferred stock; make certain dividends, distributions, investments and other restricted payments; sell certain assets; agree to payment restrictions on Endo Limiteds subsidiaries; create certain liens; enter into transactions with affiliates; designate subsidiaries as unrestricted subsidiaries; and consolidate, merge or sell substantially all of Endo Limiteds assets. These covenants are subject to a number of important exceptions and qualifications, including the fall away or revision of certain of these covenants upon the Notes receiving investment grade credit ratings.
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The Company intends to use the net proceeds of the Notes offering, together with cash on hand, to (i) finance its acquisition of Auxilium Pharmaceuticals, Inc. (Auxilium) pursuant to a merger (the Merger) of Avalon Merger Sub Inc., an indirect subsidiary of the Company, with and into Auxilium, (ii) refinance certain indebtedness of Auxilium and (iii) pay related transaction fees and expenses. In the event that the Merger is not consummated on or prior to July 8, 2015 or the Company determines to abandon or terminate the Merger at any time prior thereto, the Issuers will be required to redeem the notes at a special mandatory redemption price equal to 100% of the issue price of the Notes, plus accrued and unpaid interest, if any, to, but not including, the special redemption date.
The foregoing summary of the Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Indenture and the Notes, copies of which are filed with this Current Report on Form 8-K as Exhibits 10.1 and 10.2 and are incorporated herein by reference.
Registration Rights
In connection with the issuance of the Notes, the Issuers and the Guarantors entered into a registration rights agreement, dated as of January 27, 2015 (the Registration Rights Agreement). Under the Registration Rights Agreement, the Issuers and the Guarantors will be required to use their commercially reasonable efforts to (i) file with the Securities and Exchange Commission (the SEC) by March 31, 2016 an exchange offer registration statement pursuant to which they will offer, in exchange for the Notes, new notes having terms substantially identical in all material respects to those of the Notes (except the new notes will not contain terms with respect to transfer restrictions) (the A/B Exchange Offer), (ii) complete the A/B Exchange Offer by July 1, 2016 or, under specified circumstances, (iii) file a shelf registration statement with the SEC covering resales of the Notes. The Issuers may be required to pay additional interest if they fail to comply with the registration and exchange requirements set forth in the Registration Rights Agreement.
The foregoing summary of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.3 and is incorporated herein by reference.
Item 2.03 | Creation of a Direct Financial Obligation. |
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
10.1 | Indenture, dated January 27, 2015, among Endo Limited, Endo Finance LLC, Endo Finco Inc., the guarantors named therein and Wells Fargo Bank, National Association, as trustee, relating to the 6.00% Senior Notes due 2025. | |
10.2 | Form of 6.00% Senior Notes due 2025 (included in Exhibit 10.1). | |
10.3 | Registration Rights Agreement, dated January 27, 2015, by and among Endo Limited, Endo Finance LLC, Endo Finco Inc., the guarantors named therein and RBC Capital Markets, LLC and Citigroup Global Markets Inc., relating to the 6.00% Senior Notes due 2025. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: January 27, 2015
ENDO INTERNATIONAL PLC | ||
By: | /s/ Caroline B. Manogue | |
Name: | Caroline B. Manogue | |
Title: | Executive Vice President | |
and Chief Legal Officer |
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Index of Exhibits
Exhibit Number |
Description | |
10.1 | Indenture, dated January 27, 2015, among Endo Limited, Endo Finance LLC, Endo Finco Inc., the guarantors named therein and Wells Fargo Bank, National Association, as trustee, relating to the 6.00% Senior Notes due 2025. | |
10.2 | Form of 6.00% Senior Notes due 2025 (included in Exhibit 10.1). | |
10.3 | Registration Rights Agreement, dated January 27, 2015, by and among Endo Limited, Endo Finance LLC, Endo Finco Inc., the guarantors named therein and RBC Capital Markets, LLC and Citigroup Global Markets Inc., relating to the 6.00% Senior Notes due 2025. |
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