ENDO INTERNATIONAL PLC (NASDAQ:ENDP) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
Purchase Agreement
On April12, 2017, Endo International plc (Endo) entered into a
purchase agreement (the Purchase Agreement) among Endo Designated
Activity Company, Endo Finance LLC and Endo Finco Inc.
(collectively, the Issuers), the other guarantors party thereto
(the Guarantors), J.P. Morgan Securities LLC and Citigroup Global
Markets, Inc. as representatives (the Representatives) of the
several initial purchasers named therein (collectively, the
Initial Purchasers), in connection with the Issuers offering of
$300 million aggregate principal amount of 5.875% Senior Secured
Notes due 2024 (the Notes) issued under an indenture to be
entered into among Endo, the Issuers, the guarantors party
thereto and Wells Fargo Bank, National Association as trustee.
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 Endos obligations under its
previously announced senior secured credit facilities.
The Notes and the related guarantees have not been and will not
be registered under the Securities Act of 1933 (the Securities
Act), as amended, 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 offering, together
with the proceeds of its newly proposed term loan facility and
cash on hand, to repay all its outstanding loans and all other
obligations under its existing credit facilities and to pay
related fees and expenses.
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 April27, 2017. 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, a copy of which is attached hereto as
Exhibit 10.1 and is incorporated herein by reference.
The Initial Purchasers are full service financial institutions
engaged in various activities, which may include securities
trading, commercial and investment banking, financial advisory,
investment management, principal investment, hedging, financing
and brokerage activities. Certain initial purchasers and/or their
affiliates, including Citigroup Global Markets Inc. and J.P.
Morgan Securities LLC are lenders under Endos existing credit
facilities and therefore, may receive a portion of the proceeds
of this offering of the Notes. In addition, certain Initial
Purchasers, including Citigroup Global Markets and J.P. Morgan
Securities LLC and/or their affiliates are acting as arrangers,
joint bookrunners, co-documentation agents and/or lenders for
Endos existing incremental credit facilities.
| Item8.01. | Other Events. |
Pricing of Notes
On April12, 2017, Endo announced the pricing of the Notes. A copy
of the related press release is filed herewith as Exhibit99.1 and
is incorporated herein by reference.
| Item9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 10.1 |
Purchase Agreement, dated April12, 2017, among Endo International plc, Endo Designated Activity Company, Endo Finance LLC, Endo Finco Inc, the guarantors party thereto and J.P. Morgan Securities LLC and Citigroup Global Markets, Inc., as representatives of the several initial purchasers named therein. |
|
| 99.1 |
Press Release of Endo International plc, dated April12, 2017, related to the pricing of the Notes. |
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ENDO INTERNATIONAL PLC (NASDAQ:ENDP) Recent Trading Information
ENDO INTERNATIONAL PLC (NASDAQ:ENDP) closed its last trading session down -0.01 at 10.75 with 3,805,130 shares trading hands.