ENDP Endo International plc

3.49
-0.02  -1%
Previous Close 3.51
Open 3.56
52 Week Low 1.97
52 Week High 7.1
Market Cap $801,669,892
Shares 223,103,410
Float 161,602,442
Enterprise Value $7,720,364,988
Volume 3,616,726
Av. Daily Volume 5,318,608
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Upcoming Catalysts

Drug Stage Catalyst Date
XIAFLEX (collagenase clostridium histolyticum) - RELEASE
Edematous fibrosclerotic panniculopathy (“cellulite”)
PDUFA
PDUFA
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Drug Pipeline

Drug Stage Notes
AVEED (testosterone undecanoate) intramuscular injection
Men diagnosed with hypogonadism
Approved
Approved
CRL issued May 30 2013. Approved March 6 2014.
BEMA Buprenorphine
Management of pain severe enough to require daily, around-the-clock, long-term opioid treatment for which alternative treatment options are inadequate
Approved
Approved
Approved October 26, 2015.

Latest News

  1. Physicians Wish More Women Understood They Are Not To Blame

    DUBLIN, June 17, 2020 /PRNewswire/ -- Sixty percent (60%) of women surveyed feel it's their fault they have cellulite and 57% feel judged for their cellulite,i according to new Harris Poll survey results released today by Endo Aesthetics LLC, an affiliate of Endo International plc (NASDAQ:ENDP). Conversely, 92% of physicians surveyed wish more women understood having cellulite is not their fault. Although celluliteii is common, many women are unsure about its root causes, lack knowledge about treatment options and feel a sense of blame and judgment for having cellulite.

    The Harris Poll survey was conducted online among 2,006 U.S. women and captured feedback from those ages 18-59 who have cellulite, as well as 302 board certified dermatologists and plastic surgeons. Harris polled the women and physicians about their experience with cellulite and current treatment options. 

    Of aesthetic physicians surveyed, 93% said most women want to know how to improve their cellulite. Additionally, one-third of women surveyed (34%) feel that having information on what does and does not cause cellulite would make it easier to have conversations with their physician about this topic.

    "It doesn't surprise me that 60% of women surveyed feel it's their fault they have cellulite," says Lisa Donofrio, MD, a New Orleans based board-certified dermatologist, past president and board member of the American Society for Dermatologic Surgery, and a fellow of the American Academy of Dermatology. "I've consulted with patients who are embarrassed and frustrated with having cellulite; however, I want them to know that they are not alone. In fact, 80% of women surveyed said they have cellulite and over three-quarters of them noted they spend time or effort focused on it. It's a very common issue that can stem from a variety of factors, including but not limited to hormones, genetics, skin structure and skin texture."

    Cellulite can have a negative impact on how women perceive themselves. Nearly half of women surveyed (49%) say they are bothered "a great deal" or "a lot" by their cellulite. Women most commonly think about their cellulite at certain times, including when looking in the mirror (65%), at the beach or pool (54%) and during warmer weather (46%).iii

    "The Harris Poll survey results reinforce that many women are looking for trusted information and resources from their healthcare professionals," says Robert Catlin, Vice President of Aesthetic Sales and Marketing at Endo. "We undertook this survey to understand how women feel about their cellulite and to help remove the blame and replace it with data and information."

    Additional highlights from the Harris Poll survey include:iv

    • 67% of women surveyed are frustrated that no amount of exercise seems to get rid of their cellulite;
    • 57% of women surveyed have given up on trying to improve their cellulite because nothing has worked;
    • 92% of physicians surveyed wish women better understood the root causes of cellulite; and
    • 77% of women wish their physician would tell them more about treatment options that target root causes for cellulite.

    Scientists continue to explore treatments that target the root causes of cellulite in minimally invasive ways.i Currently, surgical and invasive options get to the bands under the skin's surface that can cause cellulite.ii The Harris Poll survey showed many of the women surveyed tried to improve their cellulite using various methods, including exercise (71%), diet (58%), topical treatments (36%), massages (25%) and in-office procedures (12%). By releasing the Harris Poll survey results, Endo Aesthetics is seeking to clear up the misinformation that exists around the etiology of cellulite, which may be one of the reasons 74% of women surveyed said that "no matter what I do, I will always have cellulite."v

    Research Method

    This survey was conducted online within the U.S. by The Harris Poll between January 2, 2020 and January 26, 2020 on behalf of Endo Pharmaceuticals among two groups: 2,006 women, ages 18-59 who have cellulite; and 302 licensed U.S. healthcare professionals, including 151 dermatologists and 151 plastic surgeons.

    Patient data were weighted by age, education, race/ethnicity, region, income, household size, marital status, and employment status to be representative of the broader population. Propensity score weighting was also used to adjust for respondents' propensity to be online. Dermatologist and plastic surgeon data were weighted by gender, years in practice, and region, and a post-weight was applied to the total data to reflect the proportions of dermatologists and plastic surgeons within the U.S. population.

    About Cellulite

    Cellulite is a localized alteration in the contour of the skin that has been reported in over 90 percent of post-pubertal females and affects women of all races and ethnicities.vi,vii  The presence of cellulite is associated with changes in dermal thickness, and in the fat cells and connective tissue below the skin. A primary factor in the cause of the condition is the collagen containing septae which attach the skin to the underlying fascia layers. The septae tether the skin which, with additional contributing protrusions of subcutaneous fat, causes the surface dimpling characteristic of cellulite.viii,ix  These fibrous septae are oriented differently with varying thickness in females than in males, which helps our understanding of cellulite as a gender-related condition.xi  Cellulite clinically presents on the buttocks, thighs, lower abdomen and arms. 

    It is known that cellulite is different from generalized obesity. In generalized obesity, adipocytes undergo hypertrophy and hyperplasia that is not limited to the pelvis, thighs, and abdomen.x In areas of cellulite, characteristic large, metabolically stable adipocytes have physiologic and biochemical properties that differ from adipose tissue located elsewhere. An anatomical study in 2019 found that women have increased fat lobule height compared with men, which may also contribute to the mattress-like appearance seen as a result of the tension of the fibrous septae.xi  Weight gain can make cellulite more noticeable, but it may be present even in thin subjects.

    About The Harris Poll 

    The Harris Poll is a global consulting and market research firm established in 1963 to help support decision making among leaders. Harris works with clients in three primary areas: crafting brand strategy, building corporate reputation, and earning organic media through public relations research. To learn more, visit www.theharrispoll.com

    About Endo Aesthetics™ LLC

    Endo Aesthetics is embarking on a mission devoted to pushing the boundaries of aesthetic artistry. Driven by world-class research and development, Endo Aesthetics is advancing solutions to address unmet needs beginning with an investigational treatment for cellulite. Headquartered in Malvern, PA, Endo Aesthetics is an affiliate of Endo International plc (NASDAQ:ENDP). Learn more at https://www.endoaesthetics.com.

    About Endo International plc

    Endo International plc (NASDAQ:ENDP) is a highly-focused specialty branded and generics pharmaceutical company delivering quality medicines to patients in need through excellence in development, manufacturing and commercialization. Endo has global headquarters in Dublin, Ireland, and U.S. headquarters in Malvern, PA. Learn more at www.endo.com.

    Forward Looking Statements

    This press release may contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Canadian securities legislation, including, but not limited to, the statements by Dr. Donofrio and Mr. Catlin, and other statements regarding the purpose and results of the survey. Statements including words such as "believes," "expects," "anticipates," "intends," "estimates," "plan," "will," "may," "look forward," "intend," "guidance," "future" or similar expressions are forward-looking statements. Because these statements reflect Endo's current views, expectations and beliefs concerning future events, they involve risks and uncertainties. Although Endo believes that these forward-looking statements and information are based upon reasonable assumptions and expectations, readers should not place undue reliance on them, or any other forward-looking statements or information in this news release. Investors should note that many factors, as more fully described in the documents filed by Endo with the Securities and Exchange Commission ("SEC") and with securities regulators in Canada on the System for Electronic Document Analysis and Retrieval ("SEDAR"), including under the caption "Risk Factors" in Endo's Form 10-K, Form 10-Q and Form 8-K filings, and as otherwise enumerated herein or therein, could affect Endo's  future results and could cause Endo's  actual results to differ materially from those expressed in forward-looking statements contained in this communication. The forward-looking statements in this press release are qualified by these risk factors. Endo assumes no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required under applicable securities laws.

    References:

    i Endo Pharmaceuticals data on file 2020. Cellulite Survey: Women and HCP Survey Results, The Harris Poll online survey, 1/2/201/26/20 of 2,006 U.S. women ages 18-59 who have cellulite and 302 U.S. licensed physicians aged 18+

    ii Zerini I et al. Cellulite treatment: a comprehensive literature review. J Cosmet Dermatol. 2015 Sep 14(3):224-40

    iii Endo Pharmaceuticals data on file 2020. Cellulite Survey: Women and HCP Survey Results, The Harris Poll online survey, 1/2/201/26/20 of 2,006 U.S. women ages 18-59 who have cellulite and 302 U.S. licensed physicians aged 18+

    iv Endo Pharmaceuticals data on file 2020. Cellulite Survey: Women and HCP Survey Results, The Harris Poll online survey, 1/2/201/26/20 of 2,006 U.S. women ages 18-59 who have cellulite and 302 U.S. licensed physicians aged 18+

    v Endo Pharmaceuticals data on file 2020. Cellulite Survey: Women and HCP Survey Results, The Harris Poll online survey, 1/2/201/26/20 of 2,006 U.S. women ages 18-59 who have cellulite and 302 U.S. licensed physicians aged 18+

    vi Hexsel, D., & Mazzuco, R. (2013). Cellulite. Update in Cosmetic Dermatology, p.2

    vii Khan MH et al. Treatment of cellulite: Part I. Pathophysiology. J Am Acad Dermatol. 2010 Mar;62(3):361-70.

    viii Querleux B et al. Anatomy and physiology of subcutaneous adipose tissue by in vivo MRI and spectroscopy: Relationship with sex and presence of cellulite, Skin Research and Technology; 8: 118-124.

    ix Querleux B et al. Anatomy and physiology of subcutaneous adipose tissue by in vivo MRI and spectroscopy: Relationship with sex and presence of cellulite, Skin Research and Technology; 8: 118-124.

    x Khan MH, Victor F, Rao B, Sadick NS. Treatment of cellulite: Part I. Pathophysiology. J Am Acad Dermatol 2010;62(3):361-370

    xi Rudolph C, Hladik C, Hamade H, Frank K, et al. Structural gender-dimorphism and the biomechanics of the gluteal subcutaneous tissue - implications for the pathophysiology of cellulite. Plast Reconstr Surg 2019; 143: 1077-86.

    Cision View original content to download multimedia:http://www.prnewswire.com/news-releases/new-harris-poll-survey-shows-60-of-women-surveyed-feel-its-their-fault-they-have-cellulite-301078238.html

    SOURCE Endo International plc

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  2. DUBLIN, June 15, 2020 /PRNewswire/ --

    More Than 97% Of Notes Sought Were Tendered And Accepted Thereby Extending More Than $2.7 Billion Of Endo International plc's Near-Term Debt Maturities

    Requisite Consents Obtained Providing Endo International plc With Greater Covenant Flexibility

    Endo International plc (the "Company") (NASDAQ:ENDP) announced today the final tender results of the previously announced Exchange Offers and Consent Solicitations (each as defined below) by its wholly owned subsidiaries Par Pharmaceutical, Inc. ("PPI"), Endo Designated Activity Company ("Endo DAC"), Endo Finance LLC ("Endo Finance"), and Endo Finco Inc. ("Endo Finco," and collectively with PPI, Endo DAC and Endo Finance, each an "Issuer" and together, the "Issuers…

    DUBLIN, June 15, 2020 /PRNewswire/ --

    More Than 97% Of Notes Sought Were Tendered And Accepted Thereby Extending More Than $2.7 Billion Of Endo International plc's Near-Term Debt Maturities

    Requisite Consents Obtained Providing Endo International plc With Greater Covenant Flexibility

    Endo International plc (the "Company") (NASDAQ:ENDP) announced today the final tender results of the previously announced Exchange Offers and Consent Solicitations (each as defined below) by its wholly owned subsidiaries Par Pharmaceutical, Inc. ("PPI"), Endo Designated Activity Company ("Endo DAC"), Endo Finance LLC ("Endo Finance"), and Endo Finco Inc. ("Endo Finco," and collectively with PPI, Endo DAC and Endo Finance, each an "Issuer" and together, the "Issuers"), and, as the context indicates, any one or more of such Issuers, to exchange (collectively, the "Exchange Offers"):

    (a)

    any and all outstanding 5.375% Senior Unsecured Notes due 2023, issued by Endo Finance and Endo Finco (the "Old 5.375% 2023 Notes"),





    (b)

    any and all outstanding 6.000% Senior Unsecured Notes due 2023, co-issued by Endo DAC, Endo Finance and Endo Finco (the "Old 6.000% 2023 Notes"), and





    (c)

    any and all outstanding 6.000% Senior Unsecured Notes due 2025, co-issued by Endo DAC, Endo Finance and Endo Finco (the "Old 6.000% 2025 Notes," and collectively with the Old 5.375% 2023 Notes and Old 6.000% 2023 Notes, the "Old Notes"),

    for up to:

    (i)

    $516,000,000 aggregate principal amount of 7.500% Senior Secured Notes due 2027 issued by PPI (the "New First Lien Notes"),





    (ii)

    $947,220,000 aggregate principal amount of 9.500% Second Lien Senior Secured Notes due 2027 co–issued by Endo DAC, Endo Finance and Endo Finco (the "New Second Lien Notes," and together with the New First Lien Notes, the "New Secured Notes"),





    (iii)

    $2,507,848,000 aggregate principal amount of 6.000% Senior Notes due 2028 co-issued by Endo DAC, Endo Finance and Endo Finco (the "New Unsecured Notes," and collectively with the New First Lien Notes and the New Second Lien Notes, the "New Notes"), and





    (iv)

    $47,220,000 in cash.  

    The complete terms and conditions of the Exchange Offers and Consent Solicitations, including the actual composition of the consideration each holder may receive, are more fully described in the Offering Memorandum and Consent Solicitation Statement, dated May 14, 2020, as supplemented on May 28, 2020 and June 1, 2020 (as supplemented, the "Offering Memorandum and Consent Solicitation Statement").

    The aggregate principal amount of each series of Old Notes that were validly tendered and not validly withdrawn as of 11:59 p.m., New York City time, on June 12, 2020 (the "Expiration Date"), as reported by the Exchange Agent and Information Agent, are specified in the table below. The table below also sets forth the Total Consideration and Exchange Consideration that holders of the Old Notes will receive.

























    Dollars per $1,000 Principal Amount of Notes

    Title of

    Notes



    CUSIP/ISIN

    Number



    Aggregate

    Principal

    Amount

    Outstanding



    Aggregate

    Principal

    Amount

    Tendered at or

    prior to the

    Early Tender

    Deadline



    Aggregate

    Principal

    Amount

    Tendered after

    the Early

    Tender

    Deadline and

    at or prior to

    the Expiration

    Date



    Percent of

    Principal

    Amount

    Outstanding

    Tendered



     

    Total Consideration

    (for Old Notes

    tendered at or prior to

    the Early Tender

    Deadline)(1)



     

    Exchange

    Consideration
    (for

    Old Notes tendered

    after the Early

    Tender Deadline)

    5.375% Senior Notes Due 2023



    29271L AE4 / US29271LAE48;

    U2918V AE5 / USU2918VAE57



    $210,440,000



    $204,313,000



    N/A



    97.09%



    $567.76 principal amount of New First Lien Notes

    $231.12 in cash

    $201.13 principal amount of New Second Lien Notes



    N/A































    6.000% Senior Notes Due 2023



    29273E AC2 / US29273EAC21;

    G3040E AB4 / USG3040EAB41



    $1,439,840,000



    $1,380,865,000



    $2,539,000



    96.08%



    $181.05 principal amount of New First Lien Notes

    $362.09 principal amount of New Second Lien Notes

    $456.86 principal amount of New Unsecured Notes



    $950.00 principal amount of New Unsecured Notes































    6.000% Senior Notes Due 2025



    29273EAA6 / US29273EAA64;

    G3040E AA6 / USG3040EAA67



    $1,200,000,000



    $1,161,322,000



    $17,100,000



    98.20%



    $129.16 principal amount of New First Lien Notes

    $344.44 principal amount of New Second Lien Notes

    $526.40 principal amount of New Unsecured Notes



    $950.00 principal amount of New Unsecured Notes































    (1) Based on the aggregate principal amount outstanding tendered at 5:00 p.m., New York City time, on May 28, 2020 for the Old 6.000% 2023 Notes and the Old 6.000% 2025 Notes, and 11:59 p.m., New York City time, on June 12, 2020 for the Old 5.375% 2023 Notes (respectively, the "Early Tender Deadline").

    In addition to the applicable Total Consideration and Exchange Consideration (each as described in the table above), eligible holders whose Old Notes are exchanged in the Exchange Offers will receive accrued and unpaid interest, if any, in cash in respect of all of their exchanged Old Notes from the applicable last interest payment date to, but not including, the settlement date, which is currently expected to be June 16, 2020 (the "Settlement Date"). The Issuers expect to settle each Exchange Offer and Consent Solicitation on the Settlement Date.

    In conjunction with the Exchange Offers, the Issuers also solicited consents (collectively, the "Consent Solicitations") to proposed amendments (the "Proposed Amendments") from eligible holders of each series of Old Notes to the respective indentures governing the Old Notes, providing for, among other matters, the elimination of most of the restrictive covenants, certain of the affirmative covenants and certain of the events of default contained in each of the Old Notes (the "Consents"). The adoption of the Proposed Amendments with respect to each series of Old Notes requires the consent of the holders of at least a majority of the outstanding principal amount of each such series of Old Notes (with respect to each series of Old Notes, collectively, the "Requisite Consents"). As of the Expiration Date, the Issuers had received the Requisite Consents with respect to each series of Old Notes and the Issuers executed a supplemental indenture to each applicable Indenture (each, a "Supplemental Indenture"). Each Supplemental Indenture became effective upon execution thereof by the relevant Issuers, the guarantors thereto and Wells Fargo Bank, National Association, the trustee for each series of Old Notes (the "Trustee"), but each Supplemental Indenture will not become operative until the Settlement Date.

    J.P. Morgan Securities LLC served as Lead Dealer Manager and Solicitation Agent, Citigroup Global Markets Inc. served as Joint Lead Dealer Manager and Solicitation Agent, and each of BofA Securities, Inc., Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, RBC Capital Markets, LLC and Morgan Stanley & Co. LLC served as Co-Dealer Managers and Solicitation Agents for the Exchange Offers and Consent Solicitations.

    The New Notes will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws. The New Notes may not be offered or sold in the United States or to any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Exchange Offers and Consent Solicitations were made, and each series of New Notes were offered and are being issued only (i) in the United States to eligible holders of Old Notes who the Issuers reasonably believe are "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) and (ii) outside the United States to eligible holders of Old Notes who are (a) persons other than U.S. persons, within the meaning of Regulation S under the Securities Act, (b) "non-U.S. qualified offerees" and (c) if resident in Canada, "accredited investors" and "permitted clients." Only holders of Old Notes who certify that they satisfy one of the foregoing conditions are eligible to participate in the Exchange Offers and Consent Solicitations. Persons who are not eligible holders may not receive and review the Offering Memorandum and Consent Solicitation Statement nor may they participate in the Exchange Offers and Consent Solicitations.

    This press release does not constitute an offer to sell nor a solicitation to purchase or exchange any securities or a solicitation of any offer to sell any securities. The Exchange Offers and Consent Solicitations were made only by, and pursuant to, the terms to be set forth in the Offering Memorandum and Consent Solicitation Statement. The Exchange Offers and Consent Solicitations were not made to persons in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. Documents relating to the Exchange Offers and Consent Solicitations, including the Offering Memorandum and Consent Solicitation Statement, were only distributed to eligible holders who completed and returned an eligibility form confirming they are either (i) a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) or (ii) (a) not a U.S. person, within the meaning of Regulation S under the Securities Act, (b) "non-U.S. qualified offerees" (as will be defined in the eligibility letter) and (c) if resident in Canada, an "accredited investor" and "permitted client" (as will be defined in the eligibility letter). 

    The Exchange Agent and Information Agent for the Exchange Offers and Consent Solicitations is D.F. King & Co., Inc. and can be contacted at US Toll-free (866) 796-1292, banks and brokers can call collect at (212) 269-5550 or via email at .

    About Endo International plc

    Endo International plc (NASDAQ:ENDP) is a highly focused specialty branded and generics pharmaceutical company delivering quality medicines to patients in need through excellence in development, manufacturing and commercialization. Endo has global headquarters in Dublin, Ireland. Learn more at http://www.endo.com.

    Cautionary Note Regarding Forward-Looking Statements

    This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the relevant Canadian securities legislation, including, but not limited to, the statements regarding the timing and results of the Exchange Offers and Consent Solicitations. Statements including words such as "believes," "expects," "anticipates," "intends," "estimates," "plan," "will," "may," "look forward," "intend," "guidance," "future" or similar expressions are forward-looking statements. Because these statements reflect Endo's current views, expectations and beliefs concerning future events, they involve risks and uncertainties. Although Endo believes that these forward-looking statements and information are based upon reasonable assumptions and expectations, readers should not place undue reliance on them, or any other forward-looking statements or information in this news release. Investors should note that many factors, as more fully described in the documents filed by Endo with the Securities and Exchange Commission and with securities regulators in Canada on the System for Electronic Document Analysis and Retrieval, including under the caption "Risk Factors" in Endo's Form 10-K, Form 10-Q and Form 8-K filings, and as otherwise enumerated herein or therein, could affect Endo's future results and could cause Endo's actual results to differ materially from those expressed in forward-looking statements contained in this communication. The forward-looking statements in this press release are qualified by these risk factors. Endo assumes no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required under applicable securities laws.

    Cision View original content:http://www.prnewswire.com/news-releases/endo-international-plc-announces-final-tender-results-of-its-previously-announced-exchange-offers-and-consent-solicitations-301076575.html

    SOURCE Endo International plc

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  3. ENDO INTERNATIONAL PLC RECEIVES REQUISITE CONSENTS FOR 6.000% SENIOR NOTES DUE 2023 AND 6.000% SENIOR NOTES DUE 2025

    DUBLIN, May 29, 2020 /PRNewswire/ -- Endo International plc (the "Company") (NASDAQ:ENDP) announced today the early tender results of the previously announced Exchange Offers and Consent Solicitations (each as defined below) by wholly owned subsidiaries Par Pharmaceutical, Inc., a New York corporation ("PPI"), Endo Designated Activity Company, a designated activity company incorporated under the laws of Ireland ("Endo DAC"), Endo Finance LLC, a Delaware limited liability company ("Endo Finance"), and Endo Finco Inc., a Delaware corporation ("Endo Finco," and collectively with PPI, Endo DAC and Endo Finance, each an "Issuer" and…

    ENDO INTERNATIONAL PLC RECEIVES REQUISITE CONSENTS FOR 6.000% SENIOR NOTES DUE 2023 AND 6.000% SENIOR NOTES DUE 2025

    DUBLIN, May 29, 2020 /PRNewswire/ -- Endo International plc (the "Company") (NASDAQ:ENDP) announced today the early tender results of the previously announced Exchange Offers and Consent Solicitations (each as defined below) by wholly owned subsidiaries Par Pharmaceutical, Inc., a New York corporation ("PPI"), Endo Designated Activity Company, a designated activity company incorporated under the laws of Ireland ("Endo DAC"), Endo Finance LLC, a Delaware limited liability company ("Endo Finance"), and Endo Finco Inc., a Delaware corporation ("Endo Finco," and collectively with PPI, Endo DAC and Endo Finance, each an "Issuer" and together, the "Issuers"), and, as the context indicates, any one or more of such Issuers, to exchange (collectively, the "Exchange Offers"):


    (a)

    any and all outstanding 5.375% Senior Unsecured Notes due 2023, issued by Endo Finance and Endo Finco (the "Old 5.375% 2023 Notes"),





    (b)

    any and all outstanding 6.000% Senior Unsecured Notes due 2023, co-issued by Endo DAC, Endo Finance and Endo Finco (the "Old 6.000% 2023 Notes"), and





    (c)

    any and all outstanding 6.000% Senior Unsecured Notes due 2025, co-issued by Endo DAC, Endo Finance and Endo Finco (the "Old 6.000% 2025 Notes," and collectively with the Old 5.375% 2023 Notes and Old 6.000% 2023 Notes, the "Old Notes")




    for up to:



    (i)

    $450,000,000 aggregate principal amount of 7.500% Senior Secured Notes due 2027 issued by PPI (the "New First Lien Notes"),





    (ii)

    $1,060,440,000 aggregate principal amount of 9.500% Second Lien Senior Secured Notes due 2027 co‑issued by Endo DAC, Endo Finance and Endo Finco (the "New Second Lien Notes," and together with the New First Lien Notes, the "New Secured Notes"), and





    (iii)

    $2,507,848,000 aggregate principal amount of 6.000% Senior Notes due 2028 co-issued by Endo DAC, Endo Finance and Endo Finco (the "New Unsecured Notes," and collectively with the New First Lien Notes and the New Second Lien Notes, the "New Notes").  

    The complete terms and conditions of the Exchange Offers and Consent Solicitations, including the actual composition of the consideration each holder may receive, are more fully described in the Offering Memorandum and Consent Solicitation Statement, dated May 14, 2020, as supplemented on May 28, 2020 (the "Supplement" and, as supplemented, the "Offering Memorandum and Consent Solicitation Statement").

    The Supplement, among other matters, extended the Early Tender Deadline (as defined below) for the Old 5.375% 2023 Notes Exchange Offer and related Consent Solicitation (but not for any other Exchange Offer or Consent Solicitation) to the current Expiration Date (11:59 p.m., New York City time, on June 11, 2020, the "Expiration Date"), unless further extended (all references to the "Early Tender Deadline" in respect of the Old 5.375% 2023 Notes Exchange Offer shall herein mean the Expiration Date). The Supplement does not impact the Withdrawal Deadline (as defined below) for the Old 5.375% 2023 Notes Exchange Offer and related Consent Solicitation, which was not extended and ended at 5:00 p.m., New York City time, on May 28, 2020 (the "Withdrawal Deadline"). Holders of Old 5.375% 2023 Notes that tender after the Withdrawal Deadline will not be afforded withdrawal rights. The Early Tender Deadline and Withdrawal Deadline for each of the Old 6.000% 2023 Notes Exchange Offer and related Consent Solicitation and Old 6.000% 2025 Notes Exchange Offer and related Consent Solicitation was not extended and ended at 5:00 p.m., New York City time, on May 28, 2020 (the "Early Tender Deadline"). Accordingly, the aggregate principal amount of the Old 6.000% 2023 Notes and the Old 6.000% 2025 Notes that were validly tendered and not validly withdrawn as of such Early Tender Deadline, as reported by the Exchange Agent and Information Agent, are specified in the table below. The Company will announce the aggregate principal amount of the Old 5.375% 2023 Notes that were validly tendered and not validly withdrawn promptly following the Expiration Date for the Old 5.375% 2023 Notes. The table below also sets forth the Total Consideration and Exchange Consideration holders of the 6.000% 2023 Notes and 6.000% 2025 Notes will receive.

    Title of
    Notes

    CUSIP/ISIN Number

    Aggregate
    Principal Amount
    Outstanding

    Aggregate
    Principal Amount
    Tendered at or
    prior to the Early
    Tender Deadline

    Percent of
    Principal
    Amount
    Outstanding
    Tendered

    Dollars per $1,000 Principal Amount of Notes

    Total Consideration
    (if tendered at or
    prior to the Early
    Tender Deadline)(1)

    Exchange
    Consideration
     (if
    tendered after the
    Early Tender
    Deadline)

    6.000% Senior Notes Due 2023

    29273E AC2 / US29273EAC21;

    G3040E AB4 / USG3040EAB41

    $1,439,840,000

    $1,367,838,000

    95.00%

    $182.77 principal amount of New First Lien Notes

    $365.54 principal amount of New Second Lien Notes

    $451.69 principal amount of New Unsecured Notes

    $950.00 principal amount of New Unsecured Notes

    6.000% Senior Notes Due 2025

    29273EAA6 / US29273EAA64;

    G3040E AA6 / USG3040EAA67

    $1,200,000,000

    $1,161,322,000

    96.78%

    $129.16 principal amount of New First Lien Notes

    $344.44 principal amount of New Second Lien Notes

    $526.40 principal amount of New Unsecured Notes

    $950.00 principal amount of New Unsecured Notes

    (1) Based on the aggregate principal amount outstanding tendered at the Early Tender Deadline.

    In addition to the applicable Total Consideration and Exchange Consideration (each as described in the table above), eligible holders whose Old 6.000% 2023 Notes and Old 6.000% 2025 Notes are exchanged in the Exchange Offers will receive accrued and unpaid interest, if any, in cash in respect of all of their exchanged Old 6.000% 2023 Notes and Old 6.000% 2025 Notes from the applicable last interest payment date to, but not including, the settlement date, which is currently expected to be on the second business day after the Expiration Date (the "Settlement Date").

    The consummation of each Exchange Offer remains cross-conditioned on the consummation of the other Exchange Offers, although the Issuers may waive such condition at their sole discretion. The Issuers expect to settle each Exchange Offer and Consent Solicitation on the Settlement Date.

    In conjunction with the Exchange Offers, the Issuers also solicited consents (collectively, the "Consent Solicitations") to proposed amendments (the "Proposed Amendments") from eligible holders of each series of Old Notes to the respective indentures governing the Old Notes, providing for, among other matters, the elimination of most of the restrictive covenants, certain of the affirmative covenants and certain of the events of default contained in each of the Old Notes (the "Consents"). The adoption of the Proposed Amendments with respect to each series of Old Notes requires the consent of the holders of at least a majority of the outstanding principal amount of each such series of Old Notes (with respect to each series of Old Notes, collectively, the "Requisite Consents"). As of the Early Tender Deadline, the Issuers had received the Requisite Consents with respect to the Old 6.000% 2023 Notes and the Old 6.000% 2025 Notes and the Issuers executed a supplemental indenture to each applicable Indenture (each, a "Supplemental Indenture") on the Early Tender Deadline. Each Supplemental Indenture became effective upon execution thereof by the relevant Issuers, the guarantors thereto and Wells Fargo Bank, National Association, the trustee for each series of Old Notes (the "Trustee"), but each Supplemental Indenture provides that the Proposed Amendments with respect to a series of Old Notes will not become operative until the Issuers exchange in the Exchange Offers at least a majority in principal amount of the outstanding applicable series of Old Notes, which is expected to occur on the Final Settlement Date.

    The New Notes will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws. The New Notes may not be offered or sold in the United States or to any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Exchange Offers and Consent Solicitations are being made, and each series of New Notes are being offered and issued only (i) in the United States to eligible holders of Old Notes who the Issuers reasonably believe are "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) and (ii) outside the United States to eligible holders of Old Notes who are (a) persons other than U.S. persons, within the meaning of Regulation S under the Securities Act, (b) "non-U.S. qualified offerees" and (c) if resident in Canada, "accredited investors" and "permitted clients." Only holders of Old Notes who certify that they satisfy one of the foregoing conditions are eligible to participate in the Exchange Offers and Consent Solicitations. Persons who are not eligible holders may not receive and review the Offering Memorandum and Consent Solicitation Statement nor may they participate in the Exchange Offers and Consent Solicitations.

    This press release does not constitute an offer to sell nor a solicitation to purchase or exchange any securities or a solicitation of any offer to sell any securities. The Exchange Offers and Consent Solicitations are being made only by, and pursuant to, the terms to be set forth in the Offering Memorandum and Consent Solicitation Statement. The Exchange Offers and Consent Solicitations will not be made to persons in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. Documents relating to the Exchange Offers and Consent Solicitations, including the Offering Memorandum and Consent Solicitation Statement, will only be distributed to eligible holders who complete and return an eligibility form confirming they are either (i) a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) or (ii) (a) not a U.S. person, within the meaning of Regulation S under the Securities Act, (b) "non-U.S. qualified offerees" (as will be defined in the eligibility letter) and (c) if resident in Canada, an "accredited investor" and "permitted client" (as will be defined in the eligibility letter). 

    The Exchange Agent and Information Agent for the Exchange Offers and Consent Solicitations is D.F. King & Co., Inc. and can be contacted at US Toll-free (866) 796-1292, banks and brokers can call collect at (212) 269-5550 or via email at . Documents will only be distributed to holders of Old Notes that complete and return an eligibility form at http://www.dfking.com/endo confirming that they are eligible holders.

    About Endo International plc

    Endo International plc (NASDAQ:ENDP) is a highly focused specialty branded and generics pharmaceutical company delivering quality medicines to patients in need through excellence in development, manufacturing and commercialization. Endo has global headquarters in Dublin, Ireland. Learn more at http://www.endo.com.

    Cautionary Note Regarding Forward-Looking Statements

    This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the relevant Canadian securities legislation, including, but not limited to, the statements regarding the timing and results of the Exchange Offers and Consent Solicitations. Statements including words such as "believes," "expects," "anticipates," "intends," "estimates," "plan," "will," "may," "look forward," "intend," "guidance," "future" or similar expressions are forward-looking statements. Because these statements reflect Endo's current views, expectations and beliefs concerning future events, they involve risks and uncertainties. Although Endo believes that these forward-looking statements and information are based upon reasonable assumptions and expectations, readers should not place undue reliance on them, or any other forward-looking statements or information in this news release. Investors should note that many factors, as more fully described in the documents filed by Endo with the Securities and Exchange Commission and with securities regulators in Canada on the System for Electronic Document Analysis and Retrieval, including under the caption "Risk Factors" in Endo's Form 10-K, Form 10-Q and Form 8-K filings, and as otherwise enumerated herein or therein, could affect Endo's future results and could cause Endo's actual results to differ materially from those expressed in forward-looking statements contained in this communication. The forward-looking statements in this press release are qualified by these risk factors. Endo assumes no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required under applicable securities laws.

    Cision View original content:http://www.prnewswire.com/news-releases/endo-international-plc-announces-early-tender-results-of-its-previously-announced-exchange-offers-and-consent-solicitations-301067537.html

    SOURCE Endo International plc

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  4. DUBLIN, May 14, 2020 /PRNewswire/ -- Endo International plc (NASDAQ:ENDP) announced today that members of management will participate in a fireside chat at the 2020 RBC Capital Markets Global Healthcare Virtual Conference on Wednesday, May 20, 2020 at 9:10 a.m. ET.

    A live webcast and audio archive for the event will be available on the Company's website at http://investor.endo.com/events-and-presentations. Participants should allow approximately 10 minutes prior to the presentation's start time to visit the site and download any streaming media software needed to listen to the Internet webcast. 

    About Endo International plc

    Endo International plc (NASDAQ:ENDP) is a highly focused generics and specialty branded pharmaceutical company delivering…

    DUBLIN, May 14, 2020 /PRNewswire/ -- Endo International plc (NASDAQ:ENDP) announced today that members of management will participate in a fireside chat at the 2020 RBC Capital Markets Global Healthcare Virtual Conference on Wednesday, May 20, 2020 at 9:10 a.m. ET.

    A live webcast and audio archive for the event will be available on the Company's website at http://investor.endo.com/events-and-presentations. Participants should allow approximately 10 minutes prior to the presentation's start time to visit the site and download any streaming media software needed to listen to the Internet webcast. 

    About Endo International plc

    Endo International plc (NASDAQ:ENDP) is a highly focused generics and specialty branded pharmaceutical company delivering quality medicines to patients in need through excellence in development, manufacturing and commercialization. Endo has global headquarters in Dublin, Ireland, and U.S. headquarters in Malvern, PA. Learn more at www.endo.com.

    Cision View original content:http://www.prnewswire.com/news-releases/endo-to-participate-at-2020-rbc-capital-markets-global-healthcare-virtual-conference-301059445.html

    SOURCE Endo International plc

    View Full Article Hide Full Article
  5. DUBLIN, May 14, 2020 /PRNewswire/ -- Endo International plc (the "Company") (NASDAQ:ENDP) announced today that its wholly owned subsidiaries, Par Pharmaceutical, Inc., a New York corporation ("PPI"), Endo Designated Activity Company, a designated activity company incorporated under the laws of Ireland ("Endo DAC"), Endo Finance LLC, a Delaware limited liability company ("Endo Finance") and Endo Finco Inc., a Delaware corporation ("Endo Finco," and collectively with PPI, Endo DAC and Endo Finance, each an "Issuer" and together, the "Issuers") and, as the context indicates, any one or more of such Issuers, are commencing offers to exchange (collectively, the "Exchange Offers"):

    (a)  any and all outstanding 5.375% Senior Unsecured Notes due 2023…

    DUBLIN, May 14, 2020 /PRNewswire/ -- Endo International plc (the "Company") (NASDAQ:ENDP) announced today that its wholly owned subsidiaries, Par Pharmaceutical, Inc., a New York corporation ("PPI"), Endo Designated Activity Company, a designated activity company incorporated under the laws of Ireland ("Endo DAC"), Endo Finance LLC, a Delaware limited liability company ("Endo Finance") and Endo Finco Inc., a Delaware corporation ("Endo Finco," and collectively with PPI, Endo DAC and Endo Finance, each an "Issuer" and together, the "Issuers") and, as the context indicates, any one or more of such Issuers, are commencing offers to exchange (collectively, the "Exchange Offers"):

    (a)  any and all outstanding 5.375% Senior Unsecured Notes due 2023, issued by Endo Finance LLC and Endo Finco Inc. (the "Old 5.375% 2023 Notes"),

    (b)  any and all outstanding 6.000% Senior Unsecured Notes due 2023, co-issued by Endo DAC (f/k/a Endo Limited), Endo Finance LLC and Endo Finco Inc. (the "Old 6.000% 2023 Notes"), and

    (c)  any and all outstanding 6.000% Senior Unsecured Notes due 2025, co-issued by Endo DAC (f/k/a Endo Limited), Endo Finance LLC and Endo Finco Inc. (the "Old 6.000% 2025 Notes," and collectively with the Old 5.375% 2023 Notes and Old 6.000% 2023 Notes, the "Old Notes")

    for up to:

    (i)  $400,000,000 aggregate principal amount of 7.500% Senior Secured Notes due 2027 issued by PPI (the "New First Lien Notes"),

    (ii)  $1,110,440,000 aggregate principal amount of 9.500% Second Lien Secured Notes due 2027 co‑issued by Endo DAC, Endo Finance and Endo Finco (the "New Second Lien Notes," and together with the New First Lien Notes, the "New Secured Notes"), and

    (iii)  $2,707,766,000 aggregate principal amount of 6.000% Senior Notes due 2028 co-issued by Endo DAC, Endo Finance and Endo Finco (the "New Unsecured Notes," and collectively with the New First Lien Notes and the New Second Lien Notes, the "New Notes").  

     

    Old Notes

    New Notes(1)

    Consideration per $1,000 Principal Amount of Old Notes Tendered

    Title of Series

    CUSIP/ISIN
    Numbers

    Principal Amount Outstanding

    Principal Amount of New First Lien

    Notes (up to)

    Principal Amount of New Second Lien Notes (up to)

    Principal Amount of New Unsecured Notes (up to)

    Total Consideration (if tendered at or prior to the Early Tender Deadline)(1)

    Exchange Consideration (if tendered after the Early Tender Deadline)

    5.375% Senior Notes Due 2023

    29271L AE4 / US29271LAE48;

    U2918V AE5 / USU2918VAE57

    $210,440,000

    $0

    $210,440,000

    $0

    $0.00 principal amount of New First Lien Notes

    $1,000.00 principal amount of New Second Lien Notes

    $0.00 principal amount of New Unsecured Notes

    $950.00 principal amount of New Unsecured Notes

    6.000% Senior Notes Due 2023

    29273E AC2 / US29273EAC21;

    G3040E AB4 / USG3040EAB41

    $1,439,840,000

    $250,000,000

    $500,000,000

    $689,840,000

    $173.63 principal amount of New First Lien Notes

    $347.26 principal amount of New Second Lien Notes

    $479.11 principal amount of New Unsecured Notes

    $950.00 principal amount of New Unsecured Notes

    6.000% Senior Notes Due 2025

    29273EAA6 / US29273EAA64;

    G3040E AA6 / USG3040EAA67

    $1,200,000,000

    $150,000,000

    $400,000,000

    $650,000,000

    $125.00 principal amount of New First Lien Notes

    $333.33 principal amount of New Second Lien Notes

    $541.67 principal amount of New Unsecured Notes

    $950.00 principal amount of New Unsecured Notes

     

     

     (1)                  Assumes 100% participation at the Early Tender Deadline (as defined herein). The Total Consideration (as defined herein) will be impacted by participation levels on a pro rata basis. See table entitled "Hypothetical Total Consideration at Early Settlement" below. After the Early Tender Deadline and prior to the Expiration Date, participating eligible holders of any series of Old Notes will receive $950 principal amount of New Unsecured Notes for each $1,000 principal amount of any series of Old Notes validly tendered (the "Exchange Consideration").

     

    The complete terms and conditions of the Exchange Offers, including the actual composition of the consideration each holder may receive, are more fully described herein and in the Offering Memorandum and Consent Solicitation Statement.

    The Issuers' obligations under each series of New Notes will be guaranteed by the Company and certain of its existing and future subsidiaries (other than the Issuers) that are or will be borrowers or guarantors under the Company's credit facilities and certain of its senior indebtedness, including its existing secured notes. The New First Lien Notes will have identical terms and conditions, other than the issue date, as the 7.500% Senior Secured Notes due 2027 (the "Existing 7.500% Secured 2027 Notes"), issued by PPI on March 28, 2019 under an indenture dated March 28, 2019 (the "Existing 7.500% Secured 2027 Notes Indenture"). The New First Lien Notes are expected to be fully fungible with the Existing 7.500% Secured 2027 Notes, treated as a single class with the Existing 7.500% Secured 2027 Notes for all purposes under the Existing 7.500% Secured 2027 Notes Indenture, and issued under the same CUSIP and ISIN numbers as the Existing 7.500% Secured 2027 Notes (except that the New First Lien Notes issued pursuant to Regulation S will trade separately under different CUSIP and ISIN numbers until 40 days after the issue date of the New First Lien Notes, but thereafter, any such holder may transfer their New First Lien Notes issued pursuant to Regulation S into the same CUSIP and ISIN numbers as the Existing 7.500% Secured 2027 Notes issued pursuant to Regulation S). Notwithstanding any other provisions of the Exchange Offers and Consent Solicitations, if the New First Lien Notes to be issued on the applicable Settlement Date in exchange for Old Notes will not be fungible for U.S. federal income tax purposes with the Existing 7.500% Secured 2027 Notes issued on March 28, 2019, we will, in lieu of issuing the New First Lien Notes as Additional First Lien Notes, instead issue the New First Lien Notes as a new issuance of notes under a separate CUSIP and new indenture but otherwise with substantially the same terms and conditions as set forth for the Existing 7.500% Secured 2027 Notes (the "New First Lien Notes Fungibility Requirement"). There will be no additional withdrawal rights or extension of the offer period solely as a result of the New First Lien Notes being issued as a separate series under a new indenture. The New First Lien Notes will be senior secured obligations and will be secured by first priority liens on the same collateral that secures Endo's obligations under its existing senior secured credit facilities and existing senior secured notes. The New Second Lien Notes will be secured by second priority liens on the same collateral.

    In conjunction with the Exchange Offers, the Issuers are soliciting consents (collectively, the "Consent Solicitations") to proposed amendments (the "Proposed Amendments") from eligible holders of each series of Old Notes to the respective indentures governing the Old Notes, providing for, among other matters, the elimination of most of the restrictive covenants, certain of the affirmative covenants and certain of the events of default contained in each of the Old Notes (the "Consents"). The adoption of the Proposed Amendments with respect to a series of Old Notes requires the consent of the eligible holders of at least a majority of the outstanding principal amount of such series of Old Notes (with respect to each series of Old Notes, the "Requisite Consents"). Any eligible holder that tenders Old Notes pursuant to the Exchange Offers must also deliver the related Consents to the corresponding Proposed Amendments. Eligible holders that validly tender their Old Notes pursuant to the Exchange Offers will be deemed to have delivered their corresponding Consents by virtue of such tender. Eligible holders may not deliver Consents without also tendering their Old Notes. The tendered Old Notes and the corresponding Consents may be validly withdrawn and revoked at any time prior to the applicable Withdrawal Deadline (as defined herein), but not thereafter (except in certain limited circumstances where additional withdrawal rights are required by law). A valid withdrawal of tendered Old Notes prior to the Withdrawal Deadline will constitute the concurrent valid revocation of such eligible holder's corresponding Consent. An eligible holder may not revoke a Consent without withdrawing the previously tendered corresponding Old Notes. Old Notes tendered after the Withdrawal Deadline may not be validly withdrawn, and the corresponding consents may not be validly revoked, at any time (except in certain limited circumstances where additional withdrawal rights are required by law).

    The completion of the Exchange Offers and Consent Solicitations is subject to the satisfaction or waiver of certain conditions as set forth in the Offering Memorandum and Consent Solicitation Statement, including receipt of the Requisite Consents for each series of Old Notes being tendered. The receipt of Requisite Consents from each series of Old Notes is necessary in order to issue the New Secured Notes to be issued in the Exchange Offers. Therefore, the Issuers do not intend to consummate any Exchange Offer unless all Exchange Offers are consummated. The consummation of each Exchange Offer is cross-conditioned on the consummation of the other Exchange Offers, and the Issuers may waive such condition at their sole discretion. In addition, the Issuers reserve the right to terminate, withdraw or amend (including increases to the amount of first lien and/or second lien secured indebtedness the Issuers offer hereby), subject to applicable law, any of the Exchange Offers and Consent Solicitations at any time and for any reason, including if any of the conditions to the applicable Exchange Offers and Consent Solicitations are not satisfied. Any such changes may, but will not necessarily be accompanied by additional withdrawal rights and/or an extension of the Expiration Date (as defined below), depending on when such changes are made.

    The Exchange Offers and the Consent Solicitations will expire at 11:59 p.m., New York City time, on June 11, 2020 unless extended (such time and date, as the same may be extended, with respect to any of the Exchange Offers, the "Expiration Date"). Holders who validly tender Old Notes (and validly deliver the related Consents) and do not validly withdraw the validly tendered Old Notes (and do not validly revoke the related Consents) at or prior to 5:00 p.m., New York City time, on May 28, 2020, unless extended, (such time and date, as the same may be extended, respect to any of the Exchange Offers, the "Early Tender Deadline"), will be eligible to receive their applicable pro rata portion of New First Lien Notes (if applicable), New Second Lien Notes and New Unsecured Notes, as described below. Tenders of Old Notes may be validly withdrawn (and Consents may be validly revoked) prior to 5:00 p.m., New York City time, on May 28, 2020, unless extended (such time and date, as the same may be extended, with respect to any of the Exchange Offers, the "Withdrawal Deadline"), but not thereafter. The Early Tender Deadline with respect to any of the Exchange Offers can be extended independently of the Withdrawal Deadline.

    If, after the Early Tender Deadline, all conditions to the Exchange Offers and Consent Solicitations have been or concurrently are or will be satisfied or waived by us, including the receipt of Requisite Consents for each series of Old Notes being tendered, we may, at our election, accept for exchange all Old Notes validly tendered (and not validly withdrawn) and all Consents validly delivered (and not validly revoked) in the Exchange Offers and Consent Solicitations as of the Early Tender Deadline (the "Early Settlement Date"). The "Final Settlement Date" (which, if we elect not to have an Early Settlement Date, will also include Old Notes validly tendered prior to the Early Tender Deadline) will be promptly after the Expiration Date and is currently expected to be on the second business day after the Expiration Date (but such date is subject to change without notice).

    The complete terms and conditions of the Exchange Offers and Consent Solicitations will be set forth in a confidential offering memorandum and consent solicitation statement (the "Offering Memorandum and Consent Solicitation Statement"), which will be distributed to eligible holders of Old Notes in connection with the proposed Exchange Offers and Consent Solicitations. There can be no assurance that the Exchange Offers and Consent Solicitations will be commenced or consummated on the terms described in this press release or at all.

    Each Exchange Offer and Consent Solicitation is a separate offer and solicitation, as described below, and each Exchange Offer and Consent Solicitation may be individually amended, extended, terminated or withdrawn without amending, extending, terminating or withdrawing any other Exchange Offer or Consent Solicitation.

    The consideration offered in the Exchange Offers is summarized below:

    • It is expected that eligible holders whose Old 5.375% 2023 Notes are validly tendered (and not validly withdrawn) at or prior to the Early Tender Deadline and accepted by the Issuers will receive in exchange for each $1,000 principal amount of Old 5.375% 2023 Notes $1,000 principal amount of New Second Lien Notes.
    • It is expected that eligible holders whose Old 6.000% 2023 Notes are validly tendered (and not validly withdrawn) at or prior to the Early Tender Deadline and accepted by the Issuers will receive in exchange for each $1,000 principal amount of Old 6.000% 2023 Notes (1) a principal amount of New First Lien Notes equal to the product of (a) $1,000 and (b) the quotient of (i) $250,000,000 and (ii) the aggregate principal amount of Old 6.000% 2023 Notes validly tendered (and not validly withdrawn) by all eligible holders of such series at or prior to the Early Tender Deadline and accepted by the Issuers for exchange; (2) a principal amount of New Second Lien Notes equal to the product of (a) $1,000 and (b) the quotient of (i) $500,000,000 and (ii) the aggregate principal amount of Old 6.000% 2023 Notes validly tendered (and not validly withdrawn) by all eligible holders of such series at or prior to the Early Tender Deadline and accepted by the Issuers for exchange; and (3) a principal amount of New Unsecured Notes equal to (a) $1,000 minus (b) the principal amount of New First Lien Notes and New Second Lien Notes calculated in accordance with immediately preceding clauses (1) and (2) (the "Total Old 6.000% 2023 Notes Consideration").
    • It is expected that eligible holders whose Old 6.000% 2025 Notes are validly tendered (and not validly withdrawn) at or prior to the Early Tender Deadline and accepted by the Issuers will receive in exchange for each $1,000 principal amount of Old 6.000% 2025 Notes (1) a principal amount of New First Lien Notes equal to the product of (a) $1,000 and (b) the quotient of (i) $150,000,000 and (ii) the aggregate principal amount of Old 6.000% 2025 Notes validly tendered (and not validly withdrawn) by all eligible holders of such series at or prior to the Early Tender Deadline and accepted by the Issuers for exchange; (2) a principal amount of New Second Lien Notes equal to the product of (a) $1,000 and (b) the quotient of (i) $400,000,000 and (ii) the aggregate principal amount of Old 6.000% 2025 Notes validly tendered (and not validly withdrawn) by all eligible holders of such series at or prior to the Early Tender Deadline and accepted by the Issuers for exchange; and (3) a principal amount of New Unsecured Notes equal to (a) $1,000 minus (b) the principal amount of New First Lien Notes and New Second Lien Notes calculated in accordance with immediately preceding clauses (1) and (2) (the "Total Old 6.000% 2025 Notes Consideration," and collectively with the Total Old 5.375% 2023 Notes Consideration and the Total Old 6.000% 2023 Notes Consideration, the "Total Consideration").

    Participating eligible holders of any series of Old Notes validly tendered after the Early Tender Deadline and prior to the Expiration Date and accepted by the Issuers will receive $950 principal amount of New Unsecured Notes for each $1,000 principal amount of any series of Old Notes validly tendered (the "Exchange Consideration"). The consideration for any Old Notes tendered after the Early Tender Deadline will not include New First Lien Notes or New Second Lien Notes.

    The percentage of Total Consideration that will be comprised of New First Lien Notes and New Second Lien Notes that an Eligible Holder of Old 6.000% 2023 Notes or Old 6.000% 2025 Notes will receive per $1,000 principal amount of Old Notes validly tendered (and not validly withdrawn) by the Early Tender Deadline and accepted by the Issuers will depend on the total aggregate principal amount of Old Notes of the applicable series validly tendered (and not validly withdrawn) by all eligible holders of the applicable series at or prior to the Early Tender Deadline. Accordingly, the greater the level of participation in the Exchange Offers by eligible holders of a series of Old 6.000% 2023 Notes or Old 6.000% 2025 Notes at or prior to the Early Tender Deadline, the lower the pro rata aggregate principal amount of New First Lien Notes and New Second Lien Notes such holders will receive as Total Consideration for each $1,000 principal amount of Old Notes.

    See the tables below for more information on the composition of the Total Consideration at Early Settlement in the following hypothetical scenarios:

     

    Hypothetical Total Consideration at Early Settlement(1)

     

    Hypothetical Participation at or prior to Early Tender Deadline

    Total Consideration per $1,000 Principal Amount of Old 5.375% 2023 Notes Tendered

    Total Consideration per $1,000 Principal Amount of Old 6.000% 2023 Notes Tendered

    Total Consideration per $1,000 Principal Amount of Old 6.000% 2025 Notes Tendered

    60%

    $0.00 principal amount of New First Lien Notes

    $1,000.00 principal amount of New Second Lien Notes

    $0.00 principal amount of New Unsecured Notes

    $289.38 principal amount of New First Lien Notes

    $578.77 principal amount of New Second Lien Notes

    $131.85 principal amount of New Unsecured Notes

    $208.33 principal amount of New First Lien Notes

    $555.56 principal amount of New Second Lien Notes

    $236.11 principal amount of New Unsecured Notes

    80%

    $0.00 principal amount of New First Lien Notes

    $1,000.00 principal amount of New Second Lien Notes

    $0.00 principal amount of New Unsecured Notes

    $217.04 principal amount of New First Lien Notes

    $434.08 principal amount of New Second Lien Notes

    $348.89 principal amount of New Unsecured Notes

    $156.25 principal amount of New First Lien Notes

    $416.67 principal amount of New Second Lien Notes

    $427.08 principal amount of New Unsecured Notes

    100%

    $0.00 principal amount of New First Lien Notes

    $1,000.00 principal amount of New Second Lien Notes

    $0.00 principal amount of New Unsecured Notes

    $173.63 principal amount of New First Lien Notes

    $347.26 principal amount of New Second Lien Notes

    $479.11 principal amount of New Unsecured Notes

    $125.00 principal amount of New First Lien Notes

    $333.33 principal amount of New Second Lien Notes

    $541.67 principal amount of New Unsecured Notes

     

    (1) The hypothetical Total Consideration is shown for illustrative purposes only. The actual Total Consideration will be determined following the Early Tender Deadline in the manner described herein and in the Offering Memorandum and Consent Solicitation Statement. 

     

     

    Hypothetical Aggregate Total Consideration at Early Settlement(1)

     

    Hypothetical Participation at or prior to Early Tender Deadline

    Aggregate Total Consideration for Principal Amount of Old 5.375% 2023 Notes Tendered

    Aggregate Total Consideration for Principal Amount of Old 6.000% 2023 Notes Tendered

    Aggregate Total Consideration for Principal Amount of Old 6.000% 2025 Notes Tendered

    60%

    $0.00 principal amount of New First Lien Notes

    $126,264,000.00 principal amount of New Second Lien Notes

    $0.00 principal amount of New Unsecured Notes

    $250,000,000.00 principal amount of New First Lien Notes

    $500,000,000.00 principal amount of New Second Lien Notes

    $113,904,000.00 principal amount of New Unsecured Notes

    $150,000,000.00 principal amount of New First Lien Notes

    $400,000,000.00 principal amount of New Second Lien Notes

    $170,000,000.00 principal amount of New Unsecured Notes

    80%

    $0.00 principal amount of New First Lien Notes

    $168,352,000.00 principal amount of New Second Lien Notes

    $0.00 principal amount of New Unsecured Notes

    $250,000,000.00 principal amount of New First Lien Notes

    $500,000,000.00 principal amount of New Second Lien Notes

    $401,872,000.00 principal amount of New Unsecured Notes

    $150,000,000.00 principal amount of New First Lien Notes

    $400,000,000.00 principal amount of New Second Lien Notes

    $410,000,000.00 principal amount of New Unsecured Notes

    100%

    $0.00 principal amount of New First Lien Notes

    $210,440,000.00 principal amount of New Second Lien Notes

    $0.00 principal amount of New Unsecured Notes

    $250,000,000.00 principal amount of New First Lien Notes

    $500,000,000.00 principal amount of New Second Lien Notes

    $689,840,000.00 principal amount of New Unsecured Notes

    $150,000,000.00 principal amount of New First Lien Notes

    $400,000,000.00 principal amount of New Second Lien Notes

    $650,000,000.00 principal amount of New Unsecured Notes

     

    (1) The hypothetical Total Consideration is shown for illustrative purposes only. The actual Total Consideration will be determined following the Early Tender Deadline in the manner described herein and in the Offering Memorandum and Consent Solicitation Statement.

     

    If the New First Lien Notes Fungibility Requirement is met, eligible holders who receive New First Lien Notes in exchange for Old Notes will have an embedded entitlement to interest ("pre-issuance interest") from the last interest payment on the Existing 7.500% Secured 2027 Notes to the applicable first Settlement Date. If New Notes are issued in exchange for the Old Notes on the Early Settlement Date, if any, eligible holders who receive New Notes in exchange for Old Notes on the Final Settlement Date will receive New Notes that will have an embedded entitlement to pre-issuance interest for the period from and including the Early Settlement Date to, but not including, the Final Settlement Date. As a result and as applicable, the cash payable for accrued interest on the Old Notes exchanged on a Settlement Date will be reduced by the amount of any pre-issuance interest on the New Notes exchanged therefor.

    The New Notes will not be registered under the Securities Act of 1933, as amended (the "Securities Act") or any state securities laws. The New Notes may not be offered or sold in the United States or to any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Exchange Offers and Consent Solicitations are expected to be made, and each series of New Notes are expected to be offered and issued only (i) in the United States to eligible holders of Old Notes who the Issuers reasonably believe are "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) and (ii) outside the United States to eligible holders of Old Notes who are (a) persons other than U.S. persons, within the meaning of Regulation S under the Securities Act, (b) "non-U.S. qualified offerees" and (c) if resident in Canada, "accredited investors" and "permitted clients." Only holders of Old Notes who certify that they satisfy one of the foregoing conditions are eligible to participate in the Exchange Offers and Consent Solicitations. Persons who are not eligible holders may not receive and review the Offering Memorandum and Consent Solicitation Statement nor may they participate in the Exchange Offers and Consent Solicitations.

    This press release does not constitute an offer to sell nor a solicitation to purchase or exchange any securities or a solicitation of any offer to sell any securities. The Exchange Offers and Consent Solicitations will be made only by, and pursuant to, the terms to be set forth in the Offering Memorandum and Consent Solicitation Statement. The Exchange Offers and Consent Solicitations will not be made to persons in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. Documents relating to the Exchange Offers and Consent Solicitations, including the Offering Memorandum and Consent Solicitation Statement, will only be distributed to eligible holders who complete and return an eligibility form confirming they are either (i) a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) or (ii) not a U.S. person, within the meaning of Regulation S under the Securities Act and a "non-U.S. qualified offeree" (as will be defined in the eligibility letter).

    The Exchange Agent and Information Agent for the Exchange Offers and Consent Solicitations is D.F. King & Co., Inc. and can be contacted at US Toll-free (866) 796-1292, banks and brokers can call collect at (212) 269-5550 or via email at . Documents will only be distributed to holders of Old Notes that complete and return an eligibility form at www.dfking.com/endo confirming that they are eligible holders.

    About Endo International plc

    Endo International plc (NASDAQ:ENDP) is a highly focused specialty branded and generics pharmaceutical company delivering quality medicines to patients in need through excellence in development, manufacturing and commercialization. Endo has global headquarters in Dublin, Ireland. Learn more at www.endo.com.

    Cautionary Note Regarding Forward-Looking Statements

    This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the relevant Canadian securities legislation, including, but not limited to, the statements regarding the timing and results of the Exchange Offers and Consent Solicitations. Statements including words such as "believes," "expects," "anticipates," "intends," "estimates," "plan," "will," "may," "look forward," "intend," "guidance," "future" or similar expressions are forward-looking statements. Because these statements reflect Endo's current views, expectations and beliefs concerning future events, they involve risks and uncertainties. Although Endo believes that these forward-looking statements and information are based upon reasonable assumptions and expectations, readers should not place undue reliance on them, or any other forward-looking statements or information in this news release. Investors should note that many factors, as more fully described in the documents filed by Endo with the Securities and Exchange Commission and with securities regulators in Canada on the System for Electronic Document Analysis and Retrieval, including under the caption "Risk Factors" in Endo's Form 10-K, Form 10-Q and Form 8-K filings, and as otherwise enumerated herein or therein, could affect Endo's future results and could cause Endo's actual results to differ materially from those expressed in forward-looking statements contained in this communication. The forward-looking statements in this press release are qualified by these risk factors. Endo assumes no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required under applicable securities laws.

    Cision View original content:http://www.prnewswire.com/news-releases/endo-international-plc-announces-proposed-exchange-offers-and-consent-solicitations-301059326.html

    SOURCE Endo International plc

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