Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration No. 333-202168-02
March 3, 2015
ACTAVIS FUNDING SCS
Pricing Term Sheet
Offering of
| $500,000,000 Floating Rate Notes due 2016 | $500,000,000 Floating Rate Notes due 2020 | |
| $1,000,000,000 1.850% Notes due 2017 | $3,000,000,000 3.450% Notes due 2022 | |
| $3,000,000,000 2.350% Notes due 2018 | $4,000,000,000 3.800% Notes due 2025 | |
| $500,000,000 Floating Rate Notes due 2018 | $2,500,000,000 4.550% Notes due 2035 | |
| $3,500,000,000 3.000% Notes due 2020 | $2,500,000,000 4.750% Notes due 2045 | |
(the “Notes Offering”)
This pricing term sheet relates only to the Notes Offering and should be read together with the preliminary prospectus supplement dated March 2, 2015 relating to the Notes Offering (the “Notes Preliminary Prospectus Supplement”), the accompanying prospectus dated February 19, 2015 and the documents incorporated and deemed to be incorporated by reference therein. Certain capitalized terms used in this pricing term sheet that are not defined herein have the respective meanings given to such terms in the Notes Preliminary Prospectus Supplement.
| Issuer: | Actavis Funding SCS, a common limited partnership (société en commanditesimple) organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 46A, avenue J.F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B187.310 and having a share capital of $20,000 | |
| Gross Proceeds to Issuer: | $20,955,610,000 | |
| Net Proceeds to Issuer: | Approximately $20,812,360,000, after deducting underwriting discounts and commissions and estimated offering expenses payable by the issuer | |
| Guarantees: | Warner Chilcott Limited, Actavis Capital S.à r.l. and Actavis, Inc. will jointly and severally, irrevocably and unconditionally guarantee the notes on an unsecured and unsubordinated basis | |
| Aggregate Principal Amount Offered: | $500,000,000 aggregate principal amount of floating rate notes due 2016 (the “2016 floating rate notes”) | |
| $500,000,000 aggregate principal amount of floating rate notes due 2018 (the “2018 floating rate notes”) | ||
| $500,000,000 aggregate principal amount of floating rate notes due 2020 (the “2020 floating rate notes”) | ||
| $1,000,000,000 aggregate principal amount of 1.850% notes due 2017 (the “2017 fixed rate notes”) | ||
| $3,000,000,000 aggregate principal amount of 2.350% notes due 2018 (the “2018 fixed rate notes”) | ||
| $3,500,000,000 aggregate principal amount of 3.000% notes due 2020 (the “2020 fixed rate notes”) | ||
| $3,000,000,000 aggregate principal amount of 3.450% notes due 2022 (the “2022 fixed rate notes”) | ||
| $4,000,000,000 aggregate principal amount of 3.800% notes due 2025 (the “2025 fixed rate notes”) | ||
| $2,500,000,000 aggregate principal amount of 4.550% notes due 2035 (the “2035 fixed rate notes”) | ||||
| $2,500,000,000 aggregate principal amount of 4.750% notes due 2045 (the “2045 fixed rate notes”) | ||||
| Ranking: | Senior unsecured | |||
| Coupon: | 2016 floating rate notes: | 3-month LIBOR plus 0.875% per annum | ||
| 2018 floating rate notes: | 3-month LIBOR plus 1.080% per annum | |||
| 2020 floating rate notes: | 3-month LIBOR plus 1.255% per annum | |||
| 2017 fixed rate notes: | 1.850% | |||
| 2018 fixed rate notes: | 2.350% | |||
| 2020 fixed rate notes: | 3.000% | |||
| 2022 fixed rate notes: | 3.450% | |||
| 2025 fixed rate notes: | 3.800% | |||
| 2035 fixed rate notes: | 4.550% | |||
| 2045 fixed rate notes: | 4.750% | |||
| Maturity: | 2016 floating rate notes: | September 1, 2016 | ||
| 2018 floating rate notes: | March 12, 2018 | |||
| 2020 floating rate notes: | March 12, 2020 | |||
| 2017 fixed rate notes: | March 1, 2017 | |||
| 2018 fixed rate notes: | March 12, 2018 | |||
| 2020 fixed rate notes: | March 12, 2020 | |||
| 2022 fixed rate notes: | March 15, 2022 | |||
| 2025 fixed rate notes: | March 15, 2025 | |||
| 2035 fixed rate notes: | March 15, 2035 | |||
| 2045 fixed rate notes: | March 15, 2045 | |||
| Price to Public: | 2016 floating rate notes: | 100.000% of principal amount | ||
| 2018 floating rate notes: | 100.000% of principal amount | |||
| 2020 floating rate notes: | 100.000% of principal amount | |||
| 2017 fixed rate notes: | 99.954% of principal amount | |||
| 2018 fixed rate notes: | 99.951% of principal amount | |||
| 2020 fixed rate notes: | 99.995% of principal amount | |||
| 2022 fixed rate notes: | 99.858% of principal amount | |||
| 2025 fixed rate notes: | 99.645% of principal amount | |||
| 2035 fixed rate notes: | 99.570% of principal amount | |||
| 2045 fixed rate notes: | 99.477% of principal amount | |||
| Gross Spread: | 2016 floating rate notes: | 0.300% of principal amount | ||
| 2018 floating rate notes: | 0.450% of principal amount | |||
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| 2020 floating rate notes: | 0.600% of principal amount | |||
| 2017 fixed rate notes: | 0.350% of principal amount | |||
| 2018 fixed rate notes: | 0.450% of principal amount | |||
| 2020 fixed rate notes: | 0.600% of principal amount | |||
| 2022 fixed rate notes: | 0.625% of principal amount | |||
| 2025 fixed rate notes: | 0.650% of principal amount | |||
| 2035 fixed rate notes: | 0.875% of principal amount | |||
| 2045 fixed rate notes: | 0.875% of principal amount | |||
| Yield to Maturity for Fixed Rate Notes: | 2017 fixed rate notes: | 1.874% | ||
| 2018 fixed rate notes: | 2.367% | |||
| 2020 fixed rate notes: | 3.001% | |||
| 2022 fixed rate notes: | 3.473% | |||
| 2025 fixed rate notes: | 3.843% | |||
| 2035 fixed rate notes: | 4.583% | |||
| 2045 fixed rate notes: | 4.783% | |||
| Spread to Benchmark Treasury for Fixed | 2017 fixed rate notes: | +120 basis points | ||
| Rate Notes: | 2018 fixed rate notes: | +130 basis points | ||
| 2020 fixed rate notes: | +140 basis points | |||
| 2022 fixed rate notes: | +155 basis points | |||
| 2025 fixed rate notes: | +175 basis points | |||
| 2035 fixed rate notes: | +190 basis points | |||
| 2045 fixed rate notes: | +210 basis points | |||
| Benchmark Treasury for Fixed Rate Notes: | 2017 fixed rate notes: | 0.500% due February 28, 2017 | ||
| 2018 fixed rate notes: | 1.000% due February 15, 2018 | |||
| 2020 fixed rate notes: | 1.375% due February 29, 2020 | |||
| 2022 fixed rate notes: | 1.750% due February 28, 2022 | |||
| 2025 fixed rate notes: | 2.000% due February 15, 2025 | |||
| 2035 fixed rate notes: | 3.000% due November 15, 2044 | |||
| 2045 fixed rate notes: | 3.000% due November 15, 2044 | |||
| Benchmark Treasury Yield for Fixed Rate | 2017 fixed rate notes: | 0.674% | ||
| Notes: | 2018 fixed rate notes: | 1.067% | ||
| 2020 fixed rate notes: | 1.601% | |||
| 2022 fixed rate notes: | 1.923% | |||
| 2025 fixed rate notes: | 2.093% | |||
| 2035 fixed rate notes: | 2.683% | |||
| 2045 fixed rate notes: | 2.683% | |||
| Interest Payment Date: | 2016 floating rate notes: | Quarterly on March 1, June 1, September 1 and December 1 of each year, beginning on June 1, 2015 | ||
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| 2018 floating rate notes: | Quarterly on March 12, June 12, September 12 and | |||
| December 12 of each year, beginning on June 12, | ||||
| 2015 | ||||
| 2020 floating rate notes: | Quarterly on March 12, June 12, September 12 and | |||
| December 12 of each year, beginning on June 12, | ||||
| 2015 | ||||
| 2017 fixed rate notes: | Semiannually on March 1 and September 1 of each | |||
| year, beginning September 1, 2015 | ||||
| 2018 fixed rate notes: | Semiannually on March 12 and September 12 of each | |||
| year, beginning September 12, 2015 | ||||
| 2020 fixed rate notes: | Semiannually on March 12 and September 12 of each | |||
| year, beginning September 12, 2015 | ||||
| 2022 fixed rate notes: | Semiannually on March 15 and September 15 of each | |||
| year, beginning September 15, 2015 | ||||
| 2025 fixed rate notes: | Semiannually on March 15 and September 15 of each | |||
| year, beginning September 15, 2015 | ||||
| 2035 fixed rate notes: | Semiannually on March 15 and September 15 of each | |||
| year, beginning September 15, 2015 | ||||
| 2045 fixed rate notes: | Semiannually on March 15 and September 15 of each | |||
| year, beginning September 15, 2015 | ||||
| Record Date: | Floating rate notes: | 15th calendar day immediately preceding any interest | ||
| payment date (whether or not a business day) | ||||
| 2017 fixed rate notes: | On February 15 and August 15 of each year | |||
| 2018 fixed rate notes: | On March 1 and September 1 of each year | |||
| 2020 fixed rate notes: | On March 1 and September 1 of each year | |||
| 2022 fixed rate notes: | On March 1 and September 1 of each year | |||
| 2025 fixed rate notes: | On March 1 and September 1 of each year | |||
| 2035 fixed rate notes: | On March 1 and September 1 of each year | |||
| 2045 fixed rate notes: | On March 1 and September 1 of each year | |||
| Optional Redemption – Floating Rate Notes: | The floating rate notes may not be redeemed at the issuer’s option prior to their stated maturities, except in the case of certain changes in withholding tax laws, as described in the Notes Preliminary Prospectus Supplement under the caption “Description of the notes—Optional redemption for changes in withholding taxes” | |||
| Optional Redemption – Fixed Rate Notes Make-Whole Call: | 2017 fixed rate notes: | T+20 basis points | ||
| 2018 fixed rate notes: | T+20 basis points | |||
| 2020 fixed rate notes: | T+20 basis points prior to February 12, 2020 | |||
| 2022 fixed rate notes: | T+25 basis points prior to January 15, 2022 | |||
| 2025 fixed rate notes: | T+30 basis points prior to December 15, 2025 | |||
| 2035 fixed rate notes: | T+30 basis points prior to September 15, 2035 | |||
| 2045 fixed rate notes: | T+35 basis points prior to September 15, 2045 | |||
| Optional Redemption – Fixed Rate Notes Par Call: | 2017 fixed rate notes: | None | ||
| 2018 fixed rate notes: | None | |||
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| 2020 fixed rate notes: | On or after February 12, 2020 (1 month prior to | |||
| the maturity date for the 2020 fixed rate notes) | ||||
| 2022 fixed rate notes: | On or after January 15, 2022 (2 months prior to | |||
| the maturity date for the 2022 fixed rate notes) | ||||
| 2025 fixed rate notes: | On or after December 15, 2025 (3 months prior to | |||
| the maturity date for the 2025 fixed rate notes) | ||||
| 2035 fixed rate notes: | On or after September 15, 2035 (6 months prior to | |||
| the maturity date for the 2035 fixed rate notes) | ||||
| 2045 fixed rate notes: | On or after September 15, 2045 (6 months prior to | |||
| the maturity date for the 2045 fixed rate notes) | ||||
| Special Mandatory Redemption: | In the event that Actavis plc’s acquisition of Allergan Inc. is not completed on or before November 30, 2015 at 5:00 p.m. (New York City time), or, if prior to such time, the Merger Agreement for such acquisition is terminated other than as a result of consummating such acquisition, the issuer will be required to redeem all of the outstanding notes pursuant to a special mandatory redemption at a redemption price equal to 101% of the aggregate principal amount of the notes plus accrued and unpaid interest to, but excluding, the special mandatory redemption date on the notes as described in the Notes Preliminary Prospectus Supplement under the caption “Description of the notes—Special mandatory redemption” | |||
| Trade Date: | March 3, 2015 | |||
| Settlement: | March 12, 2015 (T+7) | |||
| We expect that delivery of the notes will be made against payment therefor on or about March 12, 2015, which is the 7th business day following the date of pricing of the notes (such settlement being referred to as “T+7”). Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in three business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes prior to the delivery of the notes under the prospectus supplement will be required, by virtue of the fact that the notes initially will settle in T+7, to specify an alternative settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to their date of delivery under the prospectus supplement should consult their own advisors | ||||
| CUSIP/ISIN: | 2016 floating rate notes: | 00507U AJ0 / US00507UAJ07 | ||
| 2018 floating rate notes: | 00507U AN1 / US00507UAN19 | |||
| 2020 floating rate notes: | 00507U AQ4 / US00507UAQ40 | |||
| 2017 fixed rate notes: | 00507U AK7 / US00507UAK79 | |||
| 2018 fixed rate notes: | 00507U AM3 / US00507UAM36 | |||
| 2020 fixed rate notes: | 00507U AP6 / US00507UAP66 | |||
| 2022 fixed rate notes: | 00507U AR2 / US00507UAR23 | |||
| 2025 fixed rate notes: | 00507U AS0 / US00507UAS06 | |||
| 2035 fixed rate notes: | 00507U AT8 / US00507UAT88 | |||
| 2045 fixed rate notes: | 00507U AU5 / US00507UAU51 | |||
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Denominations: | $2,000 and increments of $1,000 in excess thereof | |
Joint Book-Running Managers: | J.P. Morgan Securities LLC | |
| Mizuho Securities USA Inc. | ||
| Wells Fargo Securities, LLC | ||
Additional Joint Book-Running Managers | SMBC Nikko Securities America, Inc. | |
for the 2016 Floating Rate Notes: | Mitsubishi UFJ Securities (USA), Inc. | |
Additional Joint Book-Running Managers | RBS Securities Inc. | |
for the 2018 Floating Rate Notes: | TD Securities (USA) LLC | |
Additional Joint Book-Running Managers | BNP Paribas Securities Corp. | |
for the 2020 Floating Rate Notes: | SMBC Nikko Securities America, Inc. | |
Additional Joint Book-Running Managers | SMBC Nikko Securities America, Inc. | |
for the 2017 Fixed Rate Notes: | Mitsubishi UFJ Securities (USA), Inc. | |
Additional Joint Book-Running Managers | RBS Securities Inc. | |
for the 2018 Fixed Rate Notes: | TD Securities (USA) LLC | |
Additional Joint Book-Running Managers | BNP Paribas Securities Corp. | |
for the 2020 Fixed Rate Notes: | SMBC Nikko Securities America, Inc. | |
Additional Joint Book-Running Managers | Mitsubishi UFJ Securities (USA), Inc. | |
for the 2022 Fixed Rate Notes: | BNP Paribas Securities Corp. | |
Additional Joint Book-Running Managers | HSBC Securities (USA) Inc. | |
for the 2025 Fixed Rate Notes: | Barclays Capital Inc. | |
Additional Joint Book-Running Managers | TD Securities (USA) LLC | |
for the 2035 Fixed Rate Notes: | Barclays Capital Inc. | |
Additional Joint Book-Running Managers | HSBC Securities (USA) Inc. | |
for the 2045 Fixed Rate Notes: | Mitsubishi UFJ Securities (USA), Inc. | |
Co-Managers:* | Barclays Capital Inc. | |
| BNP Paribas Securities Corp. | ||
| (*Co-managers that are listed above as joint book-running managers for a particular series of notes are not also co-managers for that series) | HSBC Securities (USA) Inc. | |
| Mitsubishi UFJ Securities (USA), Inc. | ||
| RBS Securities Inc. | ||
| SMBC Nikko Securities America, Inc. | ||
| TD Securities (USA) LLC | ||
| ANZ Securities, Inc. | ||
| Citigroup Global Markets Inc. | ||
| DNB Markets, Inc. | ||
| Lloyds Securities Inc. | ||
| Scotia Capital (USA) Inc. | ||
| Morgan Stanley & Co. LLC | ||
| BBVA Securities Inc. | ||
| Credit Agricole Securities (USA) Inc. | ||
| Fifth Third Securities, Inc. | ||
| PNC Capital Markets LLC | ||
| Santander Investment Securities Inc. | ||
| Academy Securities, Inc. | ||
| Blaylock Beal Van, LLC | ||
| Drexel Hamilton, LLC | ||
| Lebenthal & Co., LLC | ||
| Mischler Financial Group, Inc. | ||
| Samuel A. Ramirez & Company, Inc. | ||
| Siebert Brandford Shank & Co., L.L.C. | ||
| The Williams Capital Group, L.P. | ||
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The issuer has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and the related prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the Notes Offering will arrange to send you the prospectus and related prospectus supplement if you request it by contacting J.P. Morgan, c/o High Grade Syndicate Desk, at (212) 834-4533 (collect); Mizuho Securities, Attn: Debt Capital Markets Desk, 320 Park Avenue, 12th Floor, New York, NY 10022, at (toll-free: (866) 271-7403); or Wells Fargo Securities, Attn: WFS Customer Service, 608 2nd Avenue, South Minneapolis, MN 55402, at (800) 645-3751 or email a request to wfscustomerservice@wellsfargo.com.
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