Endo Health Solutions Announces Consent Solicitation To Amend Senior Notes

Nov 19, 2013, 23:50 ET from Endo Health Solutions

MALVERN, Pa., Nov. 19, 2013 /PRNewswire/ -- Endo Health Solutions (Nasdaq: ENDP) ("Endo") today announced that it has commenced consent solicitations with respect to proposed amendments to the indentures governing its senior notes listed below (collectively the "Notes"), upon the terms and subject to the conditions set forth in the Consent Solicitation Statement, dated November 19, 2013 (the "Statement").

Series of Notes


Outstanding Principal Amount

7% Senior Notes due 2019

29264F AG1


7.00% Senior Notes due 2020

29264F AE6


7¼% Senior Notes due 2022

29264F AJ5


Endo is soliciting consents from holders of record of each series of Notes as of 5:00 P.M., New York City time, on November 19, 2013 to certain proposed amendments (the "Proposed Amendments") to each of the indentures governing the Notes (the "Indentures"). Subject to the terms and conditions set forth in the Statement, Endo will pay eligible holders who validly deliver and do not revoke their consents on or prior to 5:00 P.M., New York City time, on November 27, 2013, as may be extended by Endo with respect to one or more series of the Notes in accordance with the Statement (the "Expiration Date"), a cash payment equal to $2.50 per $1,000 aggregate principal amount of each series of Notes consented (the "Consent Fee"). The Consent Fee will only be payable upon, among other things, the receipt of the Requisite Consents (as defined below) with respect to a series of Notes.

Endo is seeking the Proposed Amendments in connection with the previously announced Arrangement Agreement (the "Arrangement Agreement") entered into by Endo on November 5, 2013 with Sportwell Limited, a company incorporated in Ireland ("New Endo"), Sportwell II Limited, a company incorporated in Ireland, ULU Acquisition Corp., a corporation organized in Delaware and a wholly-owned indirect subsidiary of New Endo ("DE Inc."), RDS Merger Sub, LLC, a limited liability company organized in Delaware and a wholly-owned subsidiary of DE Inc. ("Merger Sub"), 8312214 Canada Inc., a corporation incorporated under the laws of Canada, and Paladin Labs Inc., a corporation incorporated under the laws of Canada ("Paladin"). Under the terms of the Arrangement Agreement, (a) New Endo will acquire Paladin pursuant to a plan of arrangement under Canadian law (the "Arrangement") and (b) Merger Sub will merge with and into Endo, with Endo as the surviving corporation in the merger (such merger, together with the Arrangement, the "Transactions").

If the Transactions are consummated and the Proposed Amendments do not become operative immediately prior to that time, a Change of Control (as defined in the Indentures) is expected to occur, which would require Endo to make an offer to repurchase each series of the Notes at 101% of the principal amount thereof plus accrued and unpaid interest to the date of purchase. Pursuant to the Proposed Amendments, the defined term "Change of Control" in each of the Indentures will be amended to provide that the Transactions will not constitute a Change of Control. The operativeness of the Proposed Amendments is not a condition to the completion of the Transactions.

The consent solicitations are subject to customary conditions, including, among other things, the receipt of valid and unrevoked consents with respect to a majority in aggregate principal amount of the applicable series of Notes (the "Requisite Consents") prior to the applicable Expiration Date.  For each series of Notes, the Proposed Amendments will be effected by a supplemental indenture to the applicable Indenture, which will be executed promptly after the receipt of Requisite Consents with respect to such series of Notes (the "Consent Time"), as described in more detail in the Statement. Delivered consents may be validly revoked prior to the earlier of the applicable Consent Time and the applicable Expiration Date. However, the Proposed Amendments with respect to a series of Notes will not become operative until immediately prior to when the Transactions are consummated and shall cease to be operative if the Transactions are not consummated.

The consent solicitations are being made solely on the terms and subject to the conditions set forth in the Statement and the accompanying letter of consent. Endo may, in its sole discretion, terminate, extend or amend the consent solicitation with respect to one or more series of the Notes at any time as described in the Statement.  Each consent solicitation is being made independently of, and is not conditioned on, the consummation of the other consent solicitations.

Endo has retained RBC Capital Markets, LLC and Deutsche Bank Securities Inc. to act as solicitation agents in connection with the consent solicitations. Questions may be directed to RBC Capital Markets at (877) 381-2099 (toll free) or (212) 618-7822 (collect) or to Deutsche Bank Securities at (855) 287-1922 (toll free) or (212) 250-7527 (collect). Endo has retained D.F. King & Co., Inc. to act as the information, tabulation and paying agent for the consent solicitations. Questions and requests for additional documents may be directed to D.F. King at (800) 735-3591 (toll free) or (212) 269-5550 (bankers and brokers).

This announcement is for information purposes only and is neither an offer to sell nor a solicitation of an offer to buy any security. This announcement is also not a solicitation of consents with respect to the proposed amendment or any securities. The solicitation of consents is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or "blue sky" laws.

About Endo

Endo Health Solutions Inc. is a U.S.-based specialty healthcare company with four distinct business segments that are focused on branded and generic pharmaceuticals, devices and services and provide quality products to its customers while improving the lives of patients. Through its operating companies - AMS, Endo Pharmaceuticals, HealthTronics and Qualitest - Endo is dedicated to finding solutions for the unmet needs of patients.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements include the following: Endo's intention to solicit consents from the holders of the Notes to the Proposed Amendments. 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, these forward-looking statements involve risks and uncertainties. Investors should note that many factors, as more fully described under the caption "Risk Factors" in Endo's Form 10-K, Form 10-Q and Form 8-K filings with the Securities and Exchange Commission and as otherwise enumerated herein or therein, could affect Endo's future financial results and could cause Endo's actual results to differ materially from those expressed in forward-looking statements contained in Endo's Annual Report on Form 10-K. The forward-looking statements in this press release are qualified by these risk factors. These are factors that, individually or in the aggregate, could cause Endo's actual results to differ materially from expected and historical results. Endo assumes no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise.

SOURCE Endo Health Solutions