Actavis 8-K Shows $1B Revolving Credit Facility Replacing Existing $750M Pact; Term Loan Credit Pact In 2 Tranches Of $2.75B Each

On December 17, 2014, Actavis plc, a public limited company incorporated under the laws of Ireland (“Actavis”), and certain of its subsidiaries entered into a second amendment agreement (the “WC Term Loan Amendment”) among Actavis, Warner Chilcott Limited, a Bermuda exempted company (“Warner Chilcott Limited”), Warner Chilcott Finance, LLC, a Delaware limited liability company (“Warner Chilcott Finance, LLC”), Actavis WC 2 S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand-Duchy of Luxembourg (“Actavis WC 2”), Warner Chilcott Company, LLC, a limited liability company organized under the laws of the Commonwealth of Puerto Rico (“Warner Chilcott Company, LLC”), Warner Chilcott Corporation, a Delaware corporation (“Warner Chilcott Corporation”), Bank of America, N.A., as administrative agent, and the lenders party thereto. The WC Term Loan Amendment amends and restates Actavis' existing amended and restated WC term loan credit and guaranty agreement, dated as of June 9, 2014 (such agreement, prior to its amendment and restatement pursuant to the WC Term Loan Amendment, the “Existing WC Term Loan Agreement”) among Actavis WC 2, Warner Chilcott Company, LLC and Warner Chilcott Corporation, as the borrowers, Actavis, Warner Chilcott Limited, Warner Chilcott Finance, LLC, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent. The Existing WC Term Loan Agreement, as amended by the WC Term Loan Amendment, is referred to herein as the “Second Amended and Restated WC Term Loan Agreement.” The Second Amended and Restated WC Term Loan Agreement became effective in accordance with its terms on December 17, 2014. On December 17, 2014, Actavis and certain of its subsidiaries entered into a third amendment agreement (the “Actavis Term Loan Amendment” and, together with the WC Term Loan Amendment, the “Term Loan Amendments”) among Actavis, Warner Chilcott Limited, 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 (“Actavis Capital”), Actavis, Inc., a Nevada corporation (“Actavis, Inc.”), Actavis Funding SCS, a limited partnership (société en commandite simple) organized under the laws of the Grand-Duchy of Luxembourg (“Actavis Funding SCS”), Bank of America, N.A., as administrative agent, and the lenders party thereto. The Actavis Term Loan Amendment amends and restates Actavis' existing second amended and restated Actavis term loan credit and guaranty agreement, dated as of March 31, 2014 (such agreement, prior to its amendment and restatement pursuant to the Actavis Term Loan Amendment, the “Existing Actavis Term Loan Agreement” and the Existing Actavis Term Loan Agreement together with the Existing WC Term Loan Agreement, the “Existing Term Loan Agreements”) among Actavis Capital, Actavis, Warner Chilcott Limited, Actavis, Inc., Actavis Funding SCS, Bank of America, N.A., as administrative agent, and the lenders from time to time party thereto. The Existing Actavis Term Loan Agreement, as amended by the Actavis Term Loan Amendment, is referred to herein as the “Third Amended and Restated Actavis Term Loan Agreement” and together with the Second Amended and Restated WC Term Loan Agreement, the “Amended and Restated Term Loan Agreements”) The Third Amended and Restated Actavis Term Loan Agreement became effective in accordance with its terms on December 17, 2014. Pursuant to the Term Loan Amendments, the Existing Term Loan Agreements were amended to, among other things: (i) permit the acquisition of Allergan, Inc., a Delaware corporation (“Allergan”) by Actavis (the “Merger”) and related transactions, including the incurrence of indebtedness in connection with the Merger (including to exclude the effect of such new indebtedness from the calculation of the financial covenant, subject to certain conditions), (ii) conform the maximum consolidated leverage ratio financial covenant and related terms to the corresponding terms in the Term Loan Credit Agreement (as defined below), (iii) permit the assumption of indebtedness of Allergan and its subsidiaries permitted to remain outstanding on the date of consummation of the Merger (the “Closing Date”), (iv) to permit liens in existence on the Closing Date on assets of Allergan and its subsidiaries to the extent such liens are permitted to remain in place on the Closing Date, (v) modify the covenant to provide subsidiary guarantees, (vi) modify the representations and warranties, affirmative and negative covenants, events of default and assignment provisions to conform to the corresponding provisions in the Term Loan Credit Agreement. In the ordinary course of their respective businesses, some of the lenders under the Amended and Restated Term Loan Agreements, or their affiliates, have performed, and may in the future perform, commercial banking, investment banking, advisory or other financial services for Actavis and its subsidiaries for which they have received, and will receive, customary fees and expenses.