DUBLIN, Nov. 10,
2023 /PRNewswire/ -- Perrigo Company plc (NYSE: PRGO)
(the "Company"), a leading provider of Consumer Self-Care Products,
today announced that Perrigo Finance Unlimited Company, its
wholly-owned finance subsidiary (the "Issuer"), commenced a cash
tender offer (the "Tender Offer") to purchase its 3.900% Senior
Notes due 2024 (CUSIP / ISIN Nos. 714295 AC6 / US714295AC63) (the
"Notes") in a principal amount of up to $300,000,000.
To finance the Tender Offer, the Company, through a wholly owned
subsidiary, is concurrently seeking to borrow $300,000,000 of incremental term loans under its
existing senior secured credit facilities (the "Proposed
Financing"), subject to market and other conditions. The net
proceeds of the Proposed Financing, together with cash on hand
and/or other sources of liquidity, are expected to be used to pay
for the Notes accepted for purchase pursuant to the Tender Offer
and to pay all related fees and expenses. The Company is looking to
take these actions to enhance financial flexibility, meet near-term
debt commitments and support its strategic plans. Prior to the
maturity of the Notes, the Issuer intends to use cash on hand to
repay the Notes that remain outstanding after the consummation of
the Tender Offer.
The terms and conditions of the Tender Offer are set forth in an
Offer to Purchase, dated November 10,
2023 (the "Offer to Purchase"), which is being sent to all
registered holders (collectively, the "Holders") of Notes. A
summary of certain terms of the Tender Offer is below:
Title of
Security
|
Issuer
|
CUSIP
/ISIN Nos.(1)
|
Principal
Amount Outstanding
|
Tender
Cap
|
Tender Offer
Consideration(2)(3)
|
Early
Tender Premium(2)
|
Total
Consideration(2)(3)
|
3.900% Senior Notes
due 2024
|
Perrigo Finance
Unlimited Company
|
714295 AC6 /
US714295AC63
|
$700,000,000
|
$300,000,000
|
$953.75
|
$30.00
|
$983.75
|
|
|
(1)
|
No representation is
made as to the correctness or accuracy of the CUSIP or ISIN numbers
listed in this press
release, the Offer to Purchase or printed on the Notes. They are
provided solely for the convenience of Holders of the
Notes.
|
(2)
|
Per $1,000 principal
amount of Notes.
|
(3)
|
Excludes accrued
interest, which will be paid in addition to the Tender Offer
Consideration or the Total Consideration, as applicable.
|
Holders of Notes must validly tender and not validly withdraw
their Notes on or before 5:00 p.m., New York City time, on November 28, 2023, unless extended (such date and
time, as the same may be extended, the "Early Tender Date") in
order to be eligible to receive the Total Consideration. Holders of
Notes who validly tender their Notes after the Early Tender Date
and on or before the Expiration Date (as defined below) will be
eligible to receive only the Tender Offer Consideration, which is
equal to the Total Consideration minus the Early Tender Premium, as
set forth in the table above. In addition to the applicable
consideration, Holders whose Notes are accepted for purchase in the
Tender Offer will receive accrued and unpaid interest to, but
excluding, the date on which the Tender Offer is settled. The
Issuer reserves the right but is under no obligation, following the
Early Tender Date and prior to the Expiration Date, to accept for
purchase and payment, or to purchase and pay for, any Notes validly
tendered prior to the Early Tender Date and not validly withdrawn
at or prior to the Withdrawal Deadline (as defined below), subject
to the Tender Cap. Irrespective of whether the Issuer elects to use
early settlement, for any remaining Notes that were validly
tendered at or prior to the Expiration Date and not validly
withdrawn (and not previously purchased or paid for on any early
settlement date), and that are accepted for payment and purchase,
the settlement date is expected to be December 15, 2023.
The Tender Offer will expire at 5:00 p.m., New York
City time, on December 12, 2023, unless extended (such
date and time, as the same may be extended, the "Expiration Date").
As set forth in the Offer to Purchase, validly tendered Notes may
be validly withdrawn at any time on or before 5:00
p.m., New York City time, on November 28, 2023,
unless extended (the "Withdrawal Deadline") or as otherwise
required by law.
The consummation of the Tender Offer is subject to the
satisfaction of certain conditions as set forth in the Offer to
Purchase, including, among other things, the closing and funding of
the Proposed Financing on terms reasonably satisfactory to the
Company (the "Financing Condition"). No assurance can be given that
the Financing Condition will be satisfied. The Issuer reserves the
right, in its sole discretion, to waive any and all conditions to
the Tender Offer with respect to the Notes. The Tender Offer is not
conditioned upon any minimum amount of Notes being tendered.
If any Notes are validly tendered and the principal amount of
such tendered Notes exceeds the Tender Cap as set forth in the
table above, any principal amount of the Notes accepted for payment
and purchased, on the terms and subject to the conditions of the
Tender Offer, will be prorated based on the principal amount of
validly tendered Notes, subject to the Tender Cap.
Any Notes that are validly tendered at or prior to the Early
Tender Date (and not validly withdrawn at or prior to the
Withdrawal Deadline) will have priority over any Notes that are
validly tendered after the Early Tender Date. Accordingly, if the
principal amount of any Notes validly tendered at or prior to the
Early Tender Date (and not validly withdrawn at or prior to the
Withdrawal Deadline) equals or exceeds the Tender Cap, no Notes
validly tendered after the Early Tender Date will be accepted for
purchase.
The Issuer's obligations to accept any Notes tendered and to pay
the applicable consideration for them are set forth solely in the
Offer to Purchase. This press release is neither an offer to
purchase nor a solicitation of an offer to sell any Notes. No
offer, solicitation, purchase or sale will be made in any
jurisdiction in which such offer, solicitation, or sale would be
unlawful. The Tender Offer is made only by, and pursuant to the
terms of, the Offer to Purchase, and the information in this press
release is qualified by reference to the Offer to Purchase. Subject
to applicable law, the Issuer may amend, extend, waive conditions
to or terminate the Tender Offer.
J.P. Morgan Securities LLC is the Dealer Manager for the Tender
Offer. Persons with questions regarding the Tender Offer should
contact J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or
(212) 834-4087 (collect). Requests for copies of the Offer to
Purchase should be directed to D.F. King & Co., Inc., the
Tender and Information Agent for the Tender Offer, at (212)
269-5550 (banks and brokers), (800) 290-6432 (toll-free) or email
at perrigo@dfking.com.
About Perrigo
Perrigo Company plc (NYSE: PRGO) is a leading provider of
Consumer Self-Care Products and over-the-counter (OTC) health and
wellness solutions that enhance individual well-being by empowering
consumers to proactively prevent or treat conditions that can be
self-managed. Visit Perrigo online
at www.perrigo.com.
Forward-Looking Statements
Certain statements in this press release are "forward-looking
statements." These statements relate to future events or the
Company's future financial performance and involve known and
unknown risks, uncertainties and other factors that may cause the
actual results, levels of activity, performance or achievements of
the Company or its industry to be materially different from those
expressed or implied by any forward-looking statements. In
particular, statements about the Company's expectations, beliefs,
plans, objectives, assumptions, future events or future performance
and statements regarding the timing and the terms of the Tender
Offer and the Proposed Financing and any intention to repay with
cash on hand the 2024 Notes that remain outstanding after the
consummation of the Tender Offer are forward-looking statements. In
some cases, forward-looking statements can be identified by
terminology such as "may," "will," "could," "would," "should,"
"expect," "forecast," "plan," "anticipate," "intend," "believe,"
"estimate," "predict," "potential" or the negative of those terms
or other comparable terminology. The Company has based these
forward-looking statements on its current expectations,
assumptions, estimates and projections. While the Company believes
these expectations, assumptions, estimates and projections are
reasonable, such forward-looking statements are only predictions
and involve known and unknown risks and uncertainties, many of
which are beyond the Company's control. These and other important
factors, including those discussed under "Risk Factors" in the
Company's Form 10-K for the year ended December 31, 2022 and
Quarterly Reports on Form 10-Q for the quarters ended April 1, 2023, July 1,
2023 and September 30, 2023,
as well as the Company's subsequent filings with the United States
Securities and Exchange Commission, may cause actual results,
performance, or achievements to differ materially from those
expressed or implied by these forward-looking statements. The
forward-looking statements in this press release are made only as
of the date hereof, and unless otherwise required by applicable
securities laws, the Company disclaims any intention or obligation
to update or revise any forward-looking statements, whether as a
result of new information, future events, or otherwise.
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SOURCE Perrigo Company plc