Impax Laboratories launches consent solicitation for 2% convertibles

By Wendy Van Sickle

Columbus, Ohio, Oct. 30 – Impax Laboratories, Inc. began a consent solicitation for is 2% convertible senior notes due June 15, 2022, according to a press release issued Monday evening.

The issuer is seeking consents from holders of the convertibles to amend and insert certain provisions in the indenture, including

• Amending a covenant to permit the conversion of the company into a limited liability company or other organizational form;

• Allowing the company to satisfy its reporting requirements to holders of the convertibles by providing reports of any parent entity;

• Adding a provision requiring Impax to consummate a tender offer for the convertibles at par plus accrued interest after the closing of the company’s proposed combination with Amneal Pharmaceuticals LLC; and

• Adding a provision to the indenture expressly allowing the combination.

Impax said it commenced the consent solicitation at Amneal’s request.

If the consent bid is successful – garnering approval from holders of at least a majority of the outstanding notes – Impax will pay a total consent payment of $3.75 million, which will be shared among consenting holders.

The consent payment per $1,000 principal amount will equal $6.25 times a fraction of the outstanding principal amount and the principal amount for which consents have been received. The payment can range from $6.25 to $12.50.

Receipt of the requisite consents is not required for the Amneal transaction, according to the release.

Amneal has obtained a financing commitment for the refinancing of certain debt of Amneal and Impax, including the convertibles.

The consent solicitation will expire at 5 p.m. ET on Nov. 6.

The information and tabulation agent is Global Bondholders Services Corp. (866 794-2200 or 212 430-3774).

The solicitation agent is RBC Capital Markets, LLC (877 381-2099 or 212 681-7843).

Impax is a specialty pharmaceutical company based in Hayward, Calif. Amneal is a Bridgewater, N.J.-based generic pharmaceutical manufacturer.

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