Forest Laboratories, Inc. (NYSE:FRX) (“Forest Laboratories”) today announced a proposed offering of $1 billion aggregate principal amount of senior unsecured fixed rate notes due 2021 (the “notes”). The precise timing, size and terms of the offering are subject to market conditions and other factors. Forest Laboratories intends to use the net proceeds from the offering of the notes to fund its proposed accelerated share repurchase initiative and the remainder for general corporate purposes, including potential acquisitions and additional share buybacks.
Forest Laboratories also announced the entry into an amendment to its existing undrawn $750,000,000 revolving credit facility (the “Credit Agreement”) with JPMorgan Chase Bank, N.A. as administrative agent, and the other lenders, to amend the definition of Consolidated EBITDA to adjust for certain cost savings for the purposes of calculating Forest Laboratories’ leverage ratio and interest coverage ratio. The restrictive agreements covenant was also amended to allow Forest Laboratories to incur additional indebtedness with lien restrictions that are customary for similarly rated U.S. companies and that are not materially more restrictive, taken as a whole, than the restrictions in the Credit Agreement.
The notes will be initially sold in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons in accordance with Regulation S under the Securities Act. The notes have not been registered under the Securities Act or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the notes, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which, or to any person to whom, such offer, solicitation or sale is unlawful. Any offers of the notes will be made only by means of a private offering memorandum.