Dec 31 2009
Warner Chilcott plc (Nasdaq: WCRX) today announced that its subsidiary Warner Chilcott Corporation (the "Company") has received and accepted for purchase approximately $290.5 million aggregate principal amount of its 8-3/4% Senior Subordinated Notes due 2015 (Cusip No. 93443MAC5) (the "Notes") validly tendered by 11:59 p.m., New York City time, on Tuesday, December 29, 2009, (the "Consent Date"), and has received consents from holders of approximately 76% of the Notes as of the Consent Date.
The consents are sufficient to effect all of the proposed amendments to the indenture governing the Notes as set forth in the Company's Offer to Purchase and Consent Solicitation Statement dated December 15, 2009 and the related Letter of Transmittal and Consent (the "Offer to Purchase"), pursuant to which the tender offer and consent solicitation are being made. The proposed amendments eliminate substantially all of the restrictive covenants and certain events of default and eliminate or modify related provisions contained in the indenture. The Company has executed a supplemental indenture effecting the proposed amendments to the indenture, and the supplemental indenture is binding on the holders of Notes not purchased in the tender offer.
The Offer to Purchase more fully sets forth the terms of the tender offer and consent solicitation.
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"). Holders tendering their Notes after the Consent Date will receive only the tender offer consideration of $1,017.50 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. Tenders of Notes after the Consent Date may not be validly withdrawn except as required by law.
To the extent any Notes remain outstanding following the expiration of the tender offer, the Company intends to redeem all such Notes on or about February 1, 2010 at the redemption price set forth in the indenture of 104.375% of the aggregate principal amount of such remaining Notes, plus accrued and unpaid interest.
The Company will fund the consideration for the tender offer and redemption, if necessary, with proceeds from its new $350.0 million Term B loan facility, together with cash on hand.
The Company has retained BofA Merrill Lynch 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 Corporation, the information agent for the tender offer, at (212) 430-3774 (banks and brokers) or (866) 470-3900 (toll-free).