Dec 16 2009
Warner Chilcott plc (Nasdaq: WCRX) today announced that its subsidiary Warner Chilcott Corporation (the "Company") has commenced a cash tender offer, on the terms and subject to the conditions set forth in the Company's Offer to Purchase and Consent Solicitation Statement dated December 15, 2009 (the "Offer to Purchase"), for any and all of its outstanding 8.75% senior subordinated notes due 2015 (the "Notes").
The Company is also soliciting consents to certain proposed amendments to the indenture governing the Notes to, among other things, eliminate substantially all of the restrictive covenants and certain events of default and eliminate or modify related provisions contained in the indenture.
The Offer to Purchase more fully sets forth the terms of the tender offer and consent solicitation.
The Notes and other information relating to the tender offer are listed in the table below:
Title Principal Tender CUSIP/ of Amount Offer Consent Total ISIN No. Security Outstanding Consideration(1) Payment(2) Consideration(1) -------- -------- ----------- ---------------- ---------- ---------------- 8.75% Senior Notes due 93443MAC5 2015 $380,000,000 $1017.50 $30.00 $1047.50 (1) Per $1,000 principal amount of Notes and excluding accrued and unpaid interest, which will be paid in addition to the Total Consideration or Tender Offer Consideration, as applicable. (2) Per $1,000 principal amount of Notes tendered prior to the Consent Date (as defined below).
Holders who validly tender their Notes prior to 11:59 p.m., New York City time, on Tuesday, December 29, 2009, (the "Consent Date") shall receive total consideration of $1047.50 per $1,000 principal amount of Notes tendered, which includes a consent payment of $30.00 per $1,000 principal amount of Notes. Holders must validly tender and not validly withdraw their Notes at or prior to the Consent Date in order to be eligible to receive the total consideration (including the consent payment). Holders tendering their Notes after the Consent Date will receive only the tender offer consideration of $1017.50 per $1,000 principal amount of Notes tendered.
The Company will pay accrued and unpaid interest on all Notes tendered and accepted for payment in the tender offer from the last interest payment date to, but not including, the date on which the Notes are purchased.
The tender offer is scheduled to expire at 11:59 p.m., New York City time, on January 14, 2010, unless extended or earlier terminated by the Company (the "Expiration Date"). Any Notes tendered on or prior to the Consent Date that are not validly withdrawn on or prior to the Consent Date may not be withdrawn thereafter except as required by law. Tenders of Notes after the Consent Date may not be validly withdrawn except as required by law.
Holders may not tender their Notes without delivering their consents to the proposed amendments to the indenture and may not deliver their consents without tendering their Notes pursuant to the tender offer. The proposed amendments will not become effective, however, until after a majority in aggregate principal amount of the outstanding Notes, whose holders have delivered consents to the proposed amendments, have been accepted for payment.
The Company has reserved the right to (and expects to) accept for purchase Notes tendered prior to the Consent Date on a date prior to the Expiration Date (the "Early Settlement Date," expected to be December 30, 2009). On the Early Settlement Date, the Company will also pay accrued and unpaid interest from the last interest payment date for the Notes up to, but not including, the Early Settlement Date on the Notes accepted for purchase.
The Company's obligation to accept for purchase and to pay for Notes validly tendered and not withdrawn pursuant to the tender offer and the consent solicitation is subject to the satisfaction or waiver, in the Company's discretion, of certain conditions, which are more fully described in the Offer to Purchase, including, among other things, receipt of the requisite number of consents to the proposed amendments to the indenture and the Company's consummation of an amendment to its senior secured facilities to provide for an additional $350.0 million Term B loan facility on or prior to the Early Settlement Date. The Company expects to fund the total consideration with proceeds from the new $350.0 million Term B loan facility together with cash on hand.
The Company has retained Banc of America Securities LLC to serve as the dealer manager and solicitation agent for the tender offer and consent solicitation. Questions regarding the tender offer and consent solicitation may be directed to (646) 855-3401 (collect) or (888) 292-0070 (toll-free). Requests for documents may be directed to Global Bondholder Services, Inc., the information agent for the tender offer, at (212) 430-3774 (banks and brokers) or (866) 470-3900 (toll-free).