Mallinckrodt Launches Notes Offering

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Mallinckrodt plc
MNK
("Mallinckrodt" or "the company") today announced that two of its wholly-owned subsidiaries, Mallinckrodt International Finance S.A. and Mallinckrodt CB LLC, intend to offer (the "Offering"), subject to market and other conditions, approximately $1.2 billion of U.S. dollar-denominated senior unsecured notes due 2020 and 2025 (the "Notes"). The Notes will be guaranteed on a senior unsecured basis by Mallinckrodt and certain of its subsidiaries. Mallinckrodt intends to use the proceeds from the Offering to finance its previously announced acquisition (the "Acquisition") of all of the capital stock of Compound Holdings II, Inc. (the "Target") and to pay certain fees, commissions and expenses related to the Offering and Acquisition. Ikaria, Inc. ("Ikaria") is a wholly-owned subsidiary of the Target. There can be no assurance that the company will successfully complete the Offering on the terms described herein or at all. The Notes will be offered and sold to qualified institutional buyers in the United States pursuant to Rule 144A and outside the United States pursuant to Regulation S under the Securities Act of 1933. The Notes have not been registered under the Securities Act of 1933 or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933 and applicable state laws. This press release does not constitute an offer to sell or a solicitation of an offer to purchase the Notes or any other securities and does not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. In relation to each member state of the European Economic Area which has implemented the 2003/71/EC directive as amended (the "Prospectus Directive") (each a "Relevant Member State"), an offer of Notes to the public has not been made and will not be made in that Relevant Member State, except that an offer in that Relevant Member State of Notes may be made at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive; to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of Goldman Sachs, as the representative of the initial purchasers; or in any other circumstances falling within Article 3(2) of the Prospectus Directive, and provided that no such offer shall result in a requirement to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.
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Posted In: NewsOfferingsPress Releases
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