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Actavis Prices $3.7 Billion Of Senior Unsecured Notes

DUBLIN, June 10, 2014 /PRNewswire/ -- Actavis plc (NYSE: ACT) today announced that its indirect subsidiary, Actavis Funding SCS, priced a private debt offering of $500 million of 1.300% senior unsecured notes due 2017, $500 million of 2.450% senior unsecured notes due 2019, $1.2 billion of 3.850% senior unsecured notes due 2024 and $1.5 billion of 4.850% senior unsecured notes due 2044, for a total offering of $3.7 billion in aggregate principal amount.  The offering is expected to close on June 19, 2014, subject to market conditions and other factors.

Actavis intends to use the net proceeds from the offering, along with borrowings under its indirect subsidiary Actavis Capital S.a r.l.'s new senior unsecured term loan facilities, other financings and cash on hand, (a) to consummate the acquisition of Forest Laboratories, Inc. ("Forest"), (b) to refinance Warner Chilcott's 7.750% senior notes due 2018, (c) to pay related fees and expenses and (d) for general corporate purposes.

The senior unsecured notes offering is not conditioned on the completion of the acquisition of Forest.  However, if the acquisition is not consummated on or prior to December 17, 2014 or the agreement relating to the acquisition is terminated at any time prior to such date, Actavis Funding SCS will be required to redeem all of the five, ten and thirty year senior unsecured notes at a redemption price equal to 101% of the aggregate principal amount of the senior unsecured notes, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.

The notes will not initially be registered under the Securities Act of 1933, as amended (the "Securities Act"), or under any state securities law; and unless so registered, the notes may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The notes are being offered only to qualified institutional buyers under Rule 144A and outside the United States in compliance with Regulation S under the Securities Act.

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