DUBLIN, April 20,
2022 /PRNewswire/ -- Perrigo Company plc (NYSE:
PRGO) ("Perrigo" or the "Company"), a leading provider of
Consumer Self-Care Products, today announced that it closed
its previously announced senior secured credit facilities. The new
facilities consist of (i) a $1.0
billion five-year revolving credit facility (the "New
Revolving Facility"), (ii) a $500
million five-year term loan A facility (the "New Term Loan A
Facility"), and (iii) a $1.1 billion
seven-year term loan B facility (the "New Term Loan B Facility"
and, together with the New Term Loan A Facility, the "New Term Loan
Facilities," and the New Term Loan Facilities together with the New
Revolving Facility, the "New Senior Secured Credit
Facilities"). Due to the favorable reception from the market
to the syndication of the New Senior Secured Credit Facilities, the
size of the New Term Loan Facilities was increased to a total of
$1.6 billion from the previously
announced $1.1 billion, and the
Company has decided not to proceed with its previously announced
offering of senior notes. The New Senior Secured Credit
Facilities are being incurred by the Company's wholly-owned
subsidiary, Perrigo Investments, LLC, and will be guaranteed by the
Company and certain other wholly-owned subsidiaries of the
Company.
The Company will use the proceeds of the New Term Loan
Facilities, together with cash on hand, to finance the previously
announced acquisition of Héra SAS ("Héra") and to repay existing
indebtedness of the Company and its subsidiaries under its
outstanding term loan facility, its 4.00% Senior Notes due 2023 and
its 5.1045% Guaranteed Senior Notes due 2023. Notice of redemption
of the 4.00% Senior Notes due 2023 and the 5.1045% Guaranteed
Senior Notes due 2023 has been given, and the notes will be
redeemed on May 20, 2022. The Company
will use any amounts borrowed from time to time under the New
Revolving Facility, which will replace its existing revolving
facility, for general corporate purposes.
JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc.,
Wells Fargo Securities, LLC, BofA Securities, Inc. and HSBC
Securities (USA) Inc. are the
joint lead arrangers for the New Senior Secured Credit
Facilities.
About Perrigo
Perrigo Company plc (NYSE: PRGO) is a
leading provider of Consumer 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 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