Endo Health completes exchange offers for three series of notes

By Jennifer Chiou

New York, May 6 - Endo International plc announced that wholly owned subsidiary Endo Health Solutions Inc. has wrapped its exchange offer for three series of notes.

The exchange offer ended at 5 p.m. ET on May 5.

As previously announced, the company offered 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 deadline, holders of $482,019,000 of the 7% notes due 2019, $392,963,000 of the 7% notes due 2020 and $396.28 million of 7¼% notes due 2022 tendered their securities for exchange.

Endo Health also 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.

All in all, holders of 95.58% of the 7% notes due 2019, 98.24% of the 7% notes due 2020 and 99.07% of the 7¼% notes due 2022 delivered consents prior to the 5 p.m. ET on April 16 consent deadline and did not revoke those consents prior to the May 5 withdrawal deadline.

The exchange of each series of the notes for the corresponding series of new Endo Finance notes was conducted on a par-for-par basis, subject to downward adjustment for tenders after the consent date.

The company issued $481,894,000 of new notes for the tendered notes due 2019; $392,963,000 of new notes for the notes due 2020; and $396.28 million of new notes for the note series due 2022.

As reported, the company entered into a supplemental indenture for each note series in April, and they became operative upon settlement.

The company previously extended the offer to 11:59 p.m. ET on April 30 from April 29, after having extended the expiration numerous times prior to that date.

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 the consent date.

The consent payment was $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.

On April 8, the company said it 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.

Each series of new notes has 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 are substantially similar to those of the Endo Finance issuers' 5¾% notes.

The company offered to issue par amount of new notes for each $1,000 principal amount tendered by the consent date. Those who tendered after the consent date received $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.

The offers began on March 27.

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

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

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