Endo Health extends deadlines for exchange offer, consent solicitation

By Marisa Wong

Madison, Wis., April 8 - Endo International plc said wholly owned subsidiary Endo Health Solutions Inc. has amended the terms of its previously announced offers to exchange any and all of its outstanding $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 and Endo Finco Inc. and the related consent solicitations.

Endo Health has extended the consent date, withdrawal deadline and expiration date of the exchange offers and consent solicitations. The exchange offers will now expire at 11:59 p.m. ET on April 24, instead of 11:59 p.m. ET on April 23; the consent date has been extended to 5 p.m. ET on April 10 from 11:59 p.m. ET on April 9; and the withdrawal deadline is now the amended consent date.

The company said it has also amended the exchange offer to provide that the Endo Finance issuers and guarantors will agree to offer to exchange each series of new Endo Finance notes, which have not been registered under the Securities Act, for a new issue of substantially identical debt securities that are registered.

As previously announced, 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 the consent date.

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, a prior 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.

Endo Health 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 the company receiving the needed consents to amend the notes.

The offers began on March 27.

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

Endo is a Dublin-based specialty health care company. Its U.S. headquarters are in Malvern, Pa.

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