DUBLIN, Sept. 12,
2024 /PRNewswire/ -- Perrigo Company plc ("Perrigo"
or the "Company") (NYSE: PRGO) today announced the pricing of a
registered public offering by Perrigo Finance Unlimited Company, an
indirect wholly-owned finance subsidiary of Perrigo (the "Issuer"),
of $715 million aggregate principal amount of the Issuer's
6.125% Senior Notes due 2032 (the "USD Notes") and €350 million
aggregate principal amount of the Issuer's 5.375% Senior Notes due
2032 (the "Euro Notes" and together with the USD Notes, the
"Notes"). The Notes will be fully and unconditionally guaranteed on
a senior unsecured basis by Perrigo and its subsidiaries that
provide guarantees under Perrigo's credit facilities. The USD Notes
were sold at a public offering price of 100.000% of the aggregate
principal amount thereof and the Euro Notes were sold at a public
offering price of 100.000% of the aggregate principal amount
thereof.
Perrigo intends to use the net proceeds of the Notes offering to
fund the redemption of all of the Issuer's 4.375% Senior Notes Due
2026 (the "2026 Notes") and prepay a portion of the Term B Loans
outstanding under Perrigo's credit facilities and to pay fees and
expenses in connection with the foregoing. The offering is expected
to close on or about September 17,
2024, subject to the satisfaction of closing
conditions.
BofA Securities, J.P. Morgan, Wells Fargo Securities, Morgan
Stanley and HSBC are the joint book-running managers for the USD
Notes. BofA Securities, HSBC and J.P. Morgan are the active joint
book-running managers for the Euro Notes. The offering is being
made pursuant to an effective shelf registration statement filed
with the Securities and Exchange Commission. The offering will be
made only by means of a prospectus supplement relating to the
offering and the accompanying base prospectus, copies of which may
be obtained by contacting BofA Securities, NC1-004-03-43, 200 North
College Street, 3rd floor, Charlotte NC 28255-0001, Attn:
Prospectus Department at dg.prospectus_requests@bofa.com or
toll-free at (800) 294-1322.
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.
Perrigo Contact
Bradley Joseph, Vice President,
Global Investor Relations & Corporate Communications;
(269) 686-3373 / bradley.joseph@perrigo.com
Nicholas Gallagher, Senior
Manager, Global Investor Relations & Corporate
Communications;
(269) 686-3238 / nicholas.gallagher@perrigo.com
No Offer or Solicitation
This press release does not constitute an offer to sell, or an
invitation to subscribe for, purchase or exchange, any securities,
nor shall there be any sale, issuance, exchange or transfer of the
securities referred to in this announcement in any jurisdiction in
contravention of applicable law. This press release is not a notice
of redemption with respect to the 2026 Notes.
Cautionary Statement Regarding 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 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. Risks and uncertainties include risks relating
to the successful completion of the transactions contemplated
herein, supply chain impacts on the Company's business, including
those caused or exacerbated by armed conflict, trade and other
economic sanctions and/or disease; general economic, credit, and
market conditions; the impact of the war in Ukraine and any escalation thereof, including
the effects of economic and political sanctions imposed by
the United States, United Kingdom, European Union, and other
countries related thereto; the outbreak or escalation of conflict
in other regions where we do business; current and future
impairment charges, including those related to the sale of the Héra
SAS ("HRA Pharma") Rare Diseases Business, if we determine that the
carrying amount of specific assets may not be recoverable from the
expected future cash flows of such assets; customer acceptance of
new products; competition from other industry participants, some of
whom have greater marketing resources or larger market shares in
certain product categories than the Company does; pricing pressures
from customers and consumers; resolution of uncertain tax positions
and any litigation relating thereto, ongoing or future government
investigations and regulatory initiatives; uncertainty regarding
the Company's ability to obtain and maintain its regulatory
approvals; potential costs and reputational impact of product
recalls or sales halts; potential adverse changes to U.S. and
foreign tax, healthcare and other government policy; the effect of
epidemic or pandemic disease; the timing, amount and cost of any
share repurchases (or the absence thereof) and/or any refinancing
of outstanding debt at or prior to maturity; fluctuations in
currency exchange rates and interest rates; the Company's ability
to achieve benefits expected from its sale of the HRA Rare Diseases
Business, including potential earnout payments, and the risk that
potential costs or liabilities incurred or retained in connection
with that transaction may exceed the Company's estimates or
adversely affect the Company's business or operations; and the risk
that potential costs or liabilities incurred or retained in
connection with the sale of the Company's RX business transaction
may exceed the Company's estimates or adversely affect the
Company's business or operations; the Company's ability to achieve
the benefits expected from the acquisitions of HRA Pharma and
Nestlé's Gateway infant formula plant along with the U.S. and
Canadian rights to the GoodStart® infant formula brand and other
related formula brands ("Gateway") and/or the risks that the
Company's synergy estimates are inaccurate or that the Company
faces higher than anticipated integration or other costs in
connection with the acquisitions; risks associated with the
integration of HRA Pharma and Gateway, including the risk that
growth rates are adversely affected by any delay in the integration
of sales and distribution networks; the consummation and success of
other announced and unannounced acquisitions or dispositions, and
the Company's ability to realize the desired benefits thereof; and
the Company's ability to execute and achieve the desired benefits
of announced cost-reduction efforts and other strategic initiatives
and investments, including the Company's ability to achieve the
expected benefits from its ongoing restructuring programs described
herein. Adverse results with respect to pending litigation could
have a material adverse impact on the Company's operating results,
cash flows and liquidity, and could ultimately require the use of
corporate assets to pay damages, reducing assets that would
otherwise be available for other corporate purposes. These and
other important factors, including those discussed under "Risk
Factors" in the Company's Annual Report on Form 10-K for the year
ended December 31, 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
