Pfizer gives early tender update in exchange offers for Hospira notes

By Susanna Moon

Chicago, Sept. 18 – Pfizer Inc. gave an early tenders update in the exchange offers and consent solicitations for four series of notes issued by Hospira, Inc., a recently acquired subsidiary.

As of 5 p.m. ET on Sept. 17, the early consent date, investors had tendered the following amount of Hospira notes:

• $502,216,000, or 91.31%, of the $550 million of 6.05% notes due 2017;

• $325,315,000, or 92.95%, of the $350 million of 5.2% notes due 2020;

• $341,642,000, or 97.61%, of the $350 million of 5.8% notes due 2023; and

• $494,769,000, or 98.95%, of the $500 million of 5.6% notes due 2040.

The exchange offers will continue until 11:59 p.m. ET on Oct. 1. The offers began Sept. 4.

As previously announced, the exchange notes issued by Pfizer will accrue interest at the same annual interest rate and have the same interest payment dates, optional redemption prices and maturity date as the Hospira notes for which they are exchanged.

For each $1,000 principal amount of Hospira notes tendered by the early consent date, holders will receive $1,000 principal amount of new Pfizer notes plus $1.00 in cash. This includes the early participation premium, $30.00 principal amount of new Pfizer notes.

Those who tender their notes for exchange after the early deadline will receive $970 principal amount of new Pfizer notes plus $1.00 in cash.

Accrued interest will not be paid on the Hospira notes under the exchange offer. The first interest payment for each series of Pfizer notes issued in the exchange, however, will have accrued from the most recent interest payment date for the tendered Hospira note.

As announced before, Pfizer is soliciting consents to eliminate substantially all of the restrictive covenants in the Hospira indentures, extend the cure period for certain events of default, change the delivery date of the annual compliance certificate and modify the change-of-control provisions so they will no longer apply.

By tendering notes for exchange, holders will be deemed to have delivered consents to the proposed amendments. Holders may not consent to the proposed amendments without tendering their Hospira notes.

The exchange offers are conditioned on the receipt of consents from the holders of at least a majority of the outstanding principal amount of each series of Hospira notes, which has now been satisfied.

The dealer managers are Citigroup Global Markets Inc. (800 558-3745 or 212 723-6106) and Goldman Sachs & Co. (800 828-3182 or 212 902-5183). The exchange agent and information agent is Global Bondholder Services Corp. (212 430-3774 for banks and brokers and 866 470-3900 for others).

Pfizer is a biopharmaceutical company based in New York. It acquired Lake Forest, Ill.-based Hospira, which makes injectable drugs, infusion technologies and biosimilars, on Sept. 3.

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