Item 1.01. Entry into a Material Definitive Agreement.
On May 26, 2017, Allergan Funding SCS (formerly known as Actavis Funding SCS), a
limited partnership (société en commandite simple) organized under the laws of
the Grand Duchy of Luxembourg ("Allergan SCS") and an indirect wholly-owned
subsidiary of Allergan plc (the "Company"), closed its previously announced
public offering of €2.7 billion aggregrate principal amount of notes
(collectively, the "Securities"). The Securities were issued pursuant to an
indenture dated as of March 12, 2015 (the "Base Indenture"), as supplemented by
the third supplemental indenture, dated as of May 26, 2017 (the "Third
Supplemental and, together with the Base Indenture, the "Indenture") among
(i) Allergan SCS, (ii) Warner Chilcott Limited, a Bermuda exempted company,
(iii) Allergan Capital S.à r.l. (formerly known as Actavis Capital S.à r.l.), a
private limited liability company (société à responsabilité limitée)
incorporated under the laws of the Grand Duchy of Luxembourg, and (iv) Allergan
Finance, LLC (formerly known as Actavis, Inc.), a Nevada limited liability
company, all indirect wholly-owned subsidiaries of Allergan plc (collectively,
the "Guarantors"), as guarantors.
The Securities and the guarantees are unsecured and unsubordinated obligations
of Allergan SCS and the Guarantors, which rank equally in right of payment with
all existing and future unsecured and unsubordinated indebtedness of Allergan
SCS and the Guarantors and senior in right of payment to all existing and future
subordinated indebtedness of Allergan SCS and the Guarantors. The Securities
will be structurally subordinated to all existing and future indebtedness and
other liabilities and commitments of subsidiaries of Allergan SCS and of the
Guarantors that do not guarantee the Securities. Certain terms of the Securities
are as follows:
Description Princial Amount Maturity Price to Public
0.500% Notes € 750,000,000 June 1, 2021 99.537 %
1.250% Notes € 700,000,000 June 1, 2024 99.355 %
2.125% Notes € 550,000,000 June 1, 2029 99.465 %
Floating Rate Notes* € 700,000,000 June 1, 2019 100.102 %
* The Floating Rate Senior Notes due 2019 will bear interest at a floating rate equal to three-
month EURIBOR plus 0.350% per annum.
The Indenture does not contain any financial covenants or provisions limiting
Allergan SCS or the Guarantors from incurring additional indebtedness. The
Indenture limits the ability of Warner Chilcott Limited and certain of its
subsidiaries to incur liens, enter into sale and leaseback transactions and
engage in certain business activities, in each case subject to certain
qualifications set forth in the Indenture.
In the event of a Change of Control Triggering Event (as defined in the
Indenture), each holder of the Securities will have the right to require
Allergan SCS to purchase all or a portion of such holder's Securities at a
purchase price equal to 101% of the aggregate principal amount of such
Securities, plus accrued and unpaid interest to but excluding the date of such
The Securities will mature on the dates set forth in the Indenture. However,
Allergan SCS, at its option, may redeem any or all of the series of fixed rate
notes, in each case, in whole or in part, at any time or from time to time, at
the applicable redemption prices described in the Indenture.
The above description of the Indenture does not purport to be a complete
statement of the parties' rights and obligations under the Indenture and is
qualified in its entirety by reference to the terms of the Base Indenture and
the Third Supplemental Indenture attached hereto as Exhibit 4.1.
Item 8.01. Other Events.
On May 26, 2017 the Company issued a press release announcing the closing of the
offering of the Securities by Allergan SCS.
A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
Exhibit Description of Exhibit
Exhibit 4.1* Third Supplemental Indenture dated May 26, 2017, among Allergan
Funding SCS and Warner Chilcott Limited, Allergan Capital S.à r.l.
and Allergan Finance, LLC, as guarantors, and Wells Fargo Bank,
National Association, as trustee.
Exhibit 5.1* Opinion of Cleary Gottlieb Steen & Hamilton LLP.
Exhibit 5.2* Opinion of Loyens & Loeff Luxembourg S.à r.l.
Exhibit 5.3* Opinion of Appelby (Bermuda) Limited.
Exhibit 5.4* Opinion of Greenberg Traurig LLP.
Exhibit 23.1 Consent of Cleary Gottlieb Steen & Hamilton LLP (contained in
Exhibit 5.1 above).
Exhibit 23.2 Consent of Loyens & Loeff Luxembourg S.à r.l (contained in Exhibit
Exhibit 23.3 Consent of Appleby (Bermuda) Limited (contained in Exhibit 5.3
Exhibit 23.4 Consent of Greenberg Traurig LLP (contained in Exhibit 5.4 above).
Exhibit 99.1* Press Release of Allergan plc entitled "Allergan Announces Closing
of Public Offering of Senior Notes to Refinance Existing Debt"
dated May 26, 2017.
* Exhibits filed herewith
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