Horizon repays, redeems over $2.6 billion in debt in Amgen acquisition

By William Gullotti

Buffalo, N.Y., Oct. 6 – Horizon Therapeutics plc, via subsidiary Horizon Therapeutics USA, Inc., completed transactions in excess of $2.6 billion as to consummate its Dec. 12, 2022 purchase agreement with Amgen Inc. on Friday, according to an 8-K filing with the Securities and Exchange Commission.

2027 note redemption

At Friday’s closing, Horizon deposited an aggregate principal amount of $622,825,000 with note trustee U.S. Bank Trust Co., NA to redeem in full its 5½% notes due 2027 on Oct. 10.

The $600 million series was issued July 16, 2019, and the consideration for the redemption is for the outstanding amount plus the applicable premium.

Credit agreement

Horizon also paid a total of about $1,982,000,000 to repay all amounts due and to terminate its credit agreement with Citibank, NA as administrative agent and collateral agent.

The terminated agreement was initially signed May 7, 2015.

Acquisition

As previously reported Sept. 5, Amgen’s acquisition of Horizon Therapeutics was expected to close in the early fourth quarter 2023, with an outside date for the acquisition on Jan. 31, 2024. In addition to the transactions, the acquisition was conditioned upon receiving the final approvals required under Irish law to close the acquisition.

Horizon received sanction of the scheme Oct. 5 and requested that the Nasdaq Global Select Market halt trading of its shares at 8 p.m. ET the same day.

Horizon’s shares were delisted and deregistered on Oct. 6, becoming an indirect wholly owned subsidiary of Amgen.

Amgen paid an aggregate of approximately $26.7 billion in cash, at a consideration of $116.50 per Horizon share, in the transaction.

As previously reported, $21.25 billion of the $24 billion notes sold by Amgen in February would have been subject to a mandatory redemption at 101 if the acquisition hadn’t closed by the deadline.

Amgen is a Thousand Oaks, Calif., manufacturer and marketer of human therapeutics based upon advances in cellular and molecular biology. Horizon is a global biotechnology company and now an indirect wholly owned subsidiary of Amgen.

© 2015 Prospect News.
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