Endo details plans for $500 million term loan, $1 billion notes

By Sara Rosenberg

New York, Dec. 24 – Endo International plc disclosed in a 424B3 filed with the Securities and Exchange Commission on Wednesday that it plans to get an up to $500 million incremental term loan and issue $1 billion of new senior notes to fund its acquisition of Auxilium Pharmaceuticals Inc.

In addition, with the incremental term loan, the company expects to increase pricing on its existing term loan by 25 basis points.

Citigroup Global Markets Inc. is the lead bank on the new debt. Deutsche Bank Securities Inc. is the administrative agent on the existing credit facility.

Other funds for the acquisition will come from cash on hand.

Under the agreement, Auxilium is being purchased for $33.25 per share in cash and stock.

Subject to aggregate cash and equity consideration limits, Auxilium stockholders may elect one of three options with respect to transaction consideration: 100% equity, which equates to 0.488 Endo shares per Auxilium share; 100% cash, which equates to $33.25 per Auxilium share; or a standard election of an equal mix of $16.625 in cash and 0.244 of an Endo share per Auxilium share. The total cash consideration will not exceed 50% of the total equity value, and the equity consideration will not exceed 75% of the total equity value.

The transaction is valued at $2.6 billion, including the repayment and assumption of debt.

Closing is expected in the first half of 2015, subject to the approval of Auxilium’s stockholders, regulatory approval in the United States and certain other jurisdictions, and other customary conditions.

Endo is a Dublin-based specialty health care company that has U.S. headquarters in Malvern, Pa. Auxilium is a Chesterbrook, Pa.-based specialty biopharmaceutical company.

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