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

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.

When the acquisition was first announced, it was said that the company had a commitment for $1.5 billion of incremental term loan debt.

Under the agreement, Endo is buying Auxilium for $33.25 per share in cash and stock. 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 Endo shares 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.

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