Endo talks $1.44 billion notes to yield 6% to 6¼%, pricing Wednesday

By Paul A. Harris

Portland, Ore., June 23 – Endo International plc talked its $1,435,000,000 offering of senior notes (B1/B) to yield 6% to 6¼%, an informed source said on Tuesday.

Books were scheduled to close late Tuesday, and the deal is set to price on Wednesday morning.

Joint bookrunner Barclays will bill and deliver. Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. are also joint bookrunners.

BofA Merrill Lynch, DnB NOR Markets Inc., Morgan Stanley & Co. LLC, RBC Capital Markets Corp. and SMBC Nikko Securities America, Inc. are the co-managers.

The notes will become callable after three years at par plus 75% of the coupon and will feature a three-year 35% equity clawback and a 101% poison put, the source added.

Covenants for the new notes will be the same as for Endo’s existing 2025 notes.

Proceeds, together with the proceeds from new senior secured credit facilities and cash on hand, will be used to fund the previously announced acquisition of Woodcliff, N.J.-based Par Pharmaceutical Holdings, Inc., as well as for the repayment of Par’s debt, with any remaining proceeds to be used for general corporate purposes, including acquisitions and debt repayment.

If the acquisition is not consummated prior to Feb 12, 2016, the issuers will redeem the notes at par plus accrued interest.

The Dublin, Ireland-based pharmaceutical company will offer the new paper via its wholly owned subsidiaries, Endo Ltd., Endo Finance LLC and Endo Finco Inc.

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