Endo Health extends exchange offer for three series by one more day

By Susanna Moon

Chicago, April 30 - Endo International plc said wholly owned subsidiary Endo Health Solutions Inc. extended the exchange offer for three series of notes by another day.

The exchange offers will now end at 11:59 p.m. ET on April 30, extended from 11:59 p.m. ET on April 29. The related consent solicitations expired at 5 p.m. ET on April 16.

As previously announced, the company is offering 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.

As of the previous expiration date, investors had tendered $482,019,000 principal amount, or 96.4%, of the 7% notes due 2019; $393,463,000 principal amount, or 98.37%, of the 7% notes due 2020; and $396.28 million principal amount, or 99.07%, of the 7¼% notes.

That compares with tenders for $477,919,000 principal amount, or 95.58%, of the 7% notes due 2019; $393,463,000 principal amount, or 98.37%, of the 7% notes due 2020; and $396.28 million principal amount, or 99.07%, of the 7¼% notes by 5 p.m. ET on April 16, the consent date.

Endo said on April 17 that it received the needed consents to amend the three series of notes by the consent date.

The company planned to enter into a supplemental indenture for each series of the notes, which will become operative on the settlement date.

The consent payment will be $7.00 per $1,000 principal amount of 7% notes and $14.25 per $1,000 principal amount of 7¼% notes. The cash payment was originally set at $5.00 per each $1,000 principal amount.

Endo Health solicited consents to amend the notes, which required 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.

Endo said on April 14 that its subsidiary further extended the consent date and expiration of its exchange offers. The offers were extended from 11:59 p.m. ET on April 28, and the consent solicitations were extended from 5 p.m. ET on April 14.

The company also amended the exchange offer to increase the consent payment for each series of notes.

Before that, Endo Health extended the expiration date to 11:59 p.m. ET on April 24 from 11:59 p.m. ET on April 23, the consent date to 5 p.m. ET on April 10 from 11:59 p.m. ET on April 9 and the withdrawal deadline to 5 p.m. ET on April 10.

On April 8, the company said it 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.

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

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 were conditioned on the company receiving the needed consents to amend the notes, which has now been satisfied.

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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