DUBLIN, April 4, 2022 /PRNewswire/ -- Perrigo Company plc
(NYSE: PRGO) ("Perrigo" or the "Company"), a leading provider of
Quality, Affordable Self-Care Products, today announced
that it has launched a private offering (the "Offering") of
$500 million aggregate principal
amount of senior notes due 2030 (the "Notes"), subject to market
and other conditions, through its indirect wholly-owned
subsidiaries, Perrigo Investments, LLC and Perrigo Investments
Capital, Inc. (together, the "Issuers").
The Company intends to use the net proceeds from the Offering,
together with cash on hand and borrowings under the term loan
facilities of its previously-announced syndication of new senior
secured credit facilities, to finance the proposed acquisition (the
"Acquisition") of Héra SAS ("Héra") and to refinance certain
existing indebtedness of the Company and its subsidiaries,
including its outstanding term loan facility, its 4.00% Senior
Notes due 2023 and its 5.1045% Guaranteed Senior Notes due
2023.
The Notes are expected to be fully and unconditionally
guaranteed on a senior unsecured basis by Perrigo and each of
Perrigo's subsidiaries that provide guarantees under the new senior
secured credit facilities.
The closing of the Offering is not conditioned on, and it is
expected that the Offering will be consummated prior to, the
closing of the Acquisition. Concurrently with the closing of the
Offering, the Issuers expect to deposit into a segregated escrow
account an amount of cash equal to the gross proceeds of the
Offering, plus the amount of interest that will accrue on the Notes
to and including December 31, 2022.
If (i) the Acquisition has not been consummated on or prior to
December 31, 2022, (ii) the
acquisition agreement is terminated in accordance with its terms,
or (iii) the Acquisition is otherwise abandoned, the Issuers will
be required to redeem all of the Notes at a redemption price equal
to 100% of their principal amount, plus accrued and unpaid interest
to, but excluding, the redemption date.
The terms of the proposed refinancing, including but not limited
to the principal amount and interest rate of the Notes, and the
consummation of the acquisition of Héra, are subject to a number of
significant conditions, and there can be no assurance that the
Company will consummate any of these transactions on the
anticipated terms or timing, or at all.
The Offering will be made in a private transaction in reliance
upon an exemption from the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act"), only to
investors who are reasonably believed to be "qualified
institutional buyers," as that term is defined in Rule 144A under
the Securities Act, and to non-U.S. persons outside of the United States pursuant to Regulation S
under the Securities Act. The Notes have not been registered under
the Securities Act or the securities laws of any other jurisdiction
and may not be offered or sold in the
United States without registration or an applicable
exemption from, or in a transaction not subject to, such
registration requirements.
This press release is not an offer to sell or the solicitation
of an offer to buy the Notes, nor shall there be any sale of the
Notes in any state or other jurisdiction where such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state or other
jurisdiction.
About Perrigo
Perrigo Company plc (NYSE: PRGO) is a leading provider of
Quality, Affordable 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. Led by its consumer self-care
strategy, Perrigo is the largest store brand OTC player in the U.S.
in the categories in which it competes through more than 9,000 SKUs
under customer 'own brand' labels. Additionally, Perrigo is a Top
10 OTC company by revenue in Europe, where it markets more
than 200 branded OTC products throughout 28 countries.
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, including: the Company's
expectations with respect to the Offering and closing of the Notes
and the other contemplated refinancing transactions and the use of
net proceeds therefrom, the effect of the novel
coronavirus (COVID-19) pandemic and its variants and the
associated supply chain impacts on the Company's business; general
economic, credit, and market conditions; the outbreak of war
between Russia and Ukraine, including the imposition of sanctions
related thereto, or escalation of conflict in other regions where
the Company does business; future impairment charges; 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, including the Company's appeal of the
draft and final Notices of Proposed Assessment ("NOPAs") issued by
the U.S. Internal Revenue Service and the impact that an adverse
result in any such proceedings would have on operating results,
cash flows, and liquidity; pending and potential third-party claims
and litigation, including litigation relating to the Company's
restatement of previously-filed financial information and
litigation relating to uncertain tax positions, including the
NOPAs; potential impacts of ongoing or future government
investigations and regulatory initiatives; potential costs and
reputational impact of product recalls or sales halts; the impact
of tax reform legislation and healthcare policy; the timing, amount
and cost of any share repurchases; fluctuations in currency
exchange rates and interest rates; the success of the sale of the
Rx business, including the ability to achieve the expected benefits
thereof and the risk that potential costs or liabilities incurred
or retained in connection with the transaction may exceed the
Company's estimates or adversely affect the Company's business or
operations; the consummation and success of the proposed
acquisition of Héra and the ability to achieve the expected
benefits thereof, including the risk that the parties fail to
obtain the required regulatory approvals or to fulfill the other
conditions to closing on the expected timeframe or at all, the
occurrence of any other event, change or circumstance that could
delay the transaction or result in the termination of the
securities sale agreement or the risks that Company's synergy
estimates are inaccurate or that the Company faces higher than
anticipated integration or other costs in connection with the
proposed acquisition; the consummation and success of other
announced 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 strategic and other initiatives. An
adverse result with respect to the Company's appeal of any material
outstanding tax assessments or pending litigation, including
securities or drug pricing matters, could ultimately require the
use of corporate assets to pay such assessments, damages from
third-party claims, and related interest and/or penalties, and any
such use of corporate assets would limit the assets available for
other corporate purposes. These and other important factors,
including those discussed under "Risk Factors" in the Company's
Form 10-K for the year ended December 31,
2021, 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