Elan units get tenders, consents to amend two series of 8¾% notes

By Susanna Moon

Chicago, Oct. 9 - Elan Corp., plc said its wholly owned subsidiaries, Elan Finance plc and Elan Finance Corp., received tenders and consents for $439.5 million principal amount, or 93.1%, of the $472.1 million of 8¾% senior notes due 2016 issued on Oct. 2, 2009 and $141.3 million principal amount, or about 92.69%, of the $152.4 million of 8¾% senior notes due 2016 issued Aug. 17, 2010 by the consent deadline of 11:59 p.m. ET on Oct. 5.

Elan will pay about $659.5 million in cash to purchase the notes tendered so far, including accrued interest up to but excluding the settlement date, according to a company press release.

Elan also said it received consents from holders representing a majority of the outstanding notes, which was enough to adopt the proposed amendments and enter into supplemental indentures. The proposed amendments will become effective when the notes are purchased.

As previously noted, the issuers solicited consents from holders to amend the notes to eliminate or modify substantially all restrictive covenants and events of default.

The total purchase price will be $1,093.34 per $1,000.00 principal amount of each series of notes tendered by the consent payment deadline.

The total payment includes a consent premium of $40.00 per $1,000.00 of notes.

Holders who tender their notes will be deemed to consent to the proposed amendments, and they may not deliver consents without tendering their notes.

The tender offer will continue to run until 11:59 p.m. ET on Oct. 22. It began on Sept. 24.

Those who tender their notes after the consent deadline will receive only the tender offer payment of $1,053.34 per $1,000.00 of notes.

Holders also will receive accrued interest to but excluding the settlement date.

As noted before, the company may settle notes tendered by the consent deadline before the offer ends and will settle notes tendered after the consent date the first business day after the offer expires.

The issuers plan to redeem any notes that remain outstanding after the tender offer at a redemption price of 108.75% of par plus accrued interest to but excluding the redemption date, according to a previous release by Elan.

The tender offer and consent solicitation are conditioned on a financing with proceeds to be used to fund the offer.

The companies priced an upsized $600 million issue of seven-year senior notes at par to yield 6¼% on Sept. 25, as reported by Prospect News.

Morgan Stanley (800 624-1808 or collect 212 761-1057) is the dealer manager for the tender offer and consent solicitation. D.F. King & Co., Inc. (800 431-9645 or banks and brokers 212 269-5550) is the information agent.

Elan is a neuroscience-based biotechnology company based in Dublin.

© 2015 Prospect News.
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