Endo Health begins exchange offers for $1.3 billion of three series

By Susanna Moon

Chicago, March 28 - Endo International plc said wholly owned subsidiary Endo Health Solutions Inc. began exchange offers for $1.3 billion of outstanding three series of notes.

The company is offering to swap out its $500 million of 7% senior notes due 2019, $400 million of 7% senior notes due 2020 and $400 million of 7¼% senior notes due 2022 for new notes with the same coupon and maturity issued by Endo Finance LLC.

The offers will end at 11:59 p.m. ET on April 23.

The exchange of each series of the notes for the corresponding series of new Endo Finance notes will be conducted on a par-for-par basis, subject to downward adjustment for tenders after 11:59 p.m. ET on April 9, according to a press release.

Each series of new notes will have substantially the same terms, but the guarantors under each series of new notes will be the same as those that guarantee the Endo Finance issuers' 5¾% senior notes due 2022, including the recently acquired Paladin Labs Inc., which currently does not guarantee the existing notes, the press release noted.

The covenants in the new note indentures will be substantially similar to those of the Endo Finance Issuers' 5¾% notes. The new notes will rank pari passu with all existing and future unsecured senior debt of the Endo Finance issuers and the guarantors.

The company also is soliciting consents to amend the notes, which require the consent of a majority of the notes, to remove substantially all the restrictive covenants, modify the covenants regarding mergers and consolidations and to eliminate events of default.

The company is offering to issue par amount of new notes for each $1,000 principal amount tendered by the consent date.

Holders who consent to the proposed amendments by the consent date also will receive a cash payment of $5.00 per each $1,000 principal amount.

Those who tender after the consent date will receive $970 principal amount of new notes for each $1,000 principal amount tendered.

The exchange offers and cash consent payments are conditioned on receiving the needed consents to amend the notes.

D.F. King & Co., Inc. (800 967-5079 or 212 269-5550 collect) is the information agent.

Endo is a Malvern, Pa.-based specialty healthcare company.

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