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Published on 5/18/2011 in the Prospect News Bank Loan Daily.

Endo Pharmaceuticals sets Monday launch for $900 million term loan B

By Sara Rosenberg

New York, May 18 - Endo Pharmaceuticals has scheduled a bank meeting at the W New York with a 3 p.m. ET start time on Monday to launch its proposed $900 million seven-year term loan B, according to one market source.

A bank meeting for the company's $500 million five-year revolver and a $1.5 billion five-year term loan A already took place on May 5.

Pricing on the revolver and term loan A can range from Libor plus 175 basis points to 250 bps based on leverage. Opening pricing is Libor plus 250 bps, with the revolver having a 50 bps unused fee.

Official price talk on the term loan B is not out yet. But, filings with the Securities and Exchange Commission outlined term loan B pricing at Libor plus 325 bps with a step-down to Libor plus 300 bps at 3.75 times leverage. There is expected to be a 1% Libor floor and 101 soft call protection for six months.

Amortization on the term loan A is 3.75% in year one, 7.5% in year two, 10% in years three and four, and 15% in year five, and amortization on the term loan B is 1% per year.

The credit agreement includes a $500 million accordion feature.

Financial covenants include a maximum leverage ratio and minimum interest coverage ratio.

Morgan Stanley & Co. Inc. and Bank of America Merrill Lynch are the lead banks on the $2.9 billion senior secured credit facility, with Morgan Stanley the administrative agent.

Proceeds will be used to help fund the acquisition of American Medical Systems for $30 per share, or $2.9 billion in cash, which includes the assumption and repayment of $312 million of debt.

Other funds for the transaction will come from $700 million of senior notes that are backed by a commitment for a $700 million one-year bridge loan priced at Libor plus 625 bps, increasing by 50 bps at the end of each three-month period. There is a 1% Libor floor.

On a 2011 pro forma basis, the combined company would have had revenues of about $3 billion and EBITDA of about $1 billion.

The transaction is also expected to be accretive to adjusted diluted earnings per share by $0.60 in 2012 and by $0.80 in 2013.

Closing is expected late in the third quarter, subject to customary conditions, regulatory approval and American Medical stockholder approval.

Endo is a Chadds Ford, Pa.-based specialty health care company focused on branded products and specialty generics. American Medical is a Minnetonka, Minn.-based provider of devices and therapies for male and female pelvic health.


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