Item 1.01. Entry into a Material Definitive Agreement.
Purchase Agreement
On March 11, 2021, Endo International plc (the “Company” or “Endo”) entered into a purchase agreement (the “Purchase Agreement”) among Endo Luxembourg Finance Company I S.à r.l. (“Endo Luxembourg”) and Endo U.S. Inc. (together with Endo Luxembourg, the “Issuers”), the other guarantors party thereto (the “Guarantors”) and J.P. Morgan Securities LLC, as representative (the “Representative”) of the several initial purchasers named therein (collectively, the “Initial Purchasers”), in connection with the Issuers’ offering of $1.295 billion aggregate principal amount of 6.125% Senior Secured Notes due 2029 (the “Notes”) issued under an indenture to be entered into among Endo, the Issuers, the Guarantors and Wells Fargo, National Association, as trustee, which represents an upsize of $295.0 million over the previously contemplated offering amount (the “Notes Offering”).
The Notes will be guaranteed by Endo and certain of its subsidiaries and will be secured by first priority liens on the same collateral that secures Endo’s obligations under its existing senior secured credit facilities and existing senior secured first lien notes.
The Notes and the related guarantees have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state or foreign securities laws, and will be offered only to qualified institutional buyers in reliance on Rule 144A, and to persons outside the United States in compliance with Regulation S under the Securities Act.
Endo intends to use the net proceeds from the proposed offering, together with the proceeds of a previously announced new senior secured term loan, to refinance its existing term loan.
The Purchase Agreement includes customary representations, warranties and covenants by Endo, the Issuers and the Guarantors. Under the terms of the Purchase Agreement, Endo, the Issuers and the Guarantors have agreed to indemnify the Initial Purchasers against certain liabilities. The offering of the Notes is expected to close on or about March 25, 2021. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such document.
Certain of the initial purchasers and their affiliates have engaged, and may in the future engage, in investment banking, commercial banking and other financial advisory and commercial dealings with the Issuer and its affiliates. In particular, certain of the Initial Purchasers and/or their affiliates participate in, or are agents and lenders under Endo’s existing credit agreement and, as a result, will receive a portion of the net proceeds from the Notes Offering. Affiliates of J.P. Morgan Securities LLC are lenders and agents under Endo’s existing senior secured credit facilities.
Item 8.01. Other Events.
Pricing of Notes
A copy of the press release announcing the pricing of the Notes Offering is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Neither this report nor the exhibits hereto shall constitute an offer to purchase or the solicitation of an offer to sell any securities. The Notes Offering is being made exclusively pursuant to the offering memorandum, which sets forth the terms and conditions of the Notes Offering.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
