On July 10, 2019 Horizon Therapeutics plc (Nasdaq: HZNP) reported that Horizon Pharma USA, Inc., its wholly-owned subsidiary, intends, subject to market and other considerations, to offer $500 million aggregate principal amount of senior notes due 2027 (Press release, Horizon Therapeutics, JUL 10, 2019, View Source [SID1234537464]).
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Horizon currently expects to use the net proceeds from the offering, together with approximately $64 million in cash on hand, to redeem $525 million of its outstanding debt, consisting of the outstanding (i) $225 million principal amount of its 6.625% senior notes due 2023 and (ii) $300 million principal amount of its 8.75% senior notes due 2024, as well as to pay the related premiums, and fees and expenses, excluding accrued interest, associated with the redemption. The proposed redemption of Horizon’s existing senior notes is being conducted to further Horizon’s deleveraging strategy, to reduce interest expense and to extend the maturity of its debt obligations to improve its capital structure.
The new senior notes will be fully and unconditionally guaranteed by Horizon, as well as by certain of its existing and future subsidiaries.
The notes will be offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") and to non-U.S. buyers in accordance with Regulation S under the Securities Act. The notes have not been and are not expected to be registered under the Securities Act or under any state securities laws and, unless so registered, may not be offered or sold in the United States or to U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.