0001193125-20-170529.txt : 20200616 0001193125-20-170529.hdr.sgml : 20200616 20200616172003 ACCESSION NUMBER: 0001193125-20-170529 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200616 DATE AS OF CHANGE: 20200616 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Perrigo Finance Unlimited Co CENTRAL INDEX KEY: 0001323993 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: FWP SEC ACT: 1934 Act SEC FILE NUMBER: 333-239115-01 FILM NUMBER: 20967322 BUSINESS ADDRESS: STREET 1: TREASURY BUILDING STREET 2: LOWER GRAND CANAL STREET CITY: DUBLIN STATE: L2 ZIP: 2 BUSINESS PHONE: 353 1 709 4000 MAIL ADDRESS: STREET 1: TREASURY BUILDING STREET 2: LOWER GRAND CANAL STREET CITY: DUBLIN STATE: L2 ZIP: 2 FORMER COMPANY: FORMER CONFORMED NAME: Perrigo Finance Unlimited DATE OF NAME CHANGE: 20160301 FORMER COMPANY: FORMER CONFORMED NAME: Perrigo Finance plc DATE OF NAME CHANGE: 20141117 FORMER COMPANY: FORMER CONFORMED NAME: Elan Finance public LTD CO DATE OF NAME CHANGE: 20050415 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PERRIGO Co plc CENTRAL INDEX KEY: 0001585364 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: L2 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP BUSINESS ADDRESS: STREET 1: THE SHARP BUILDING STREET 2: HOGAN PLACE CITY: DUBLIN 2 STATE: L2 ZIP: D02 TY74 BUSINESS PHONE: 269-673-8451 MAIL ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 FORMER COMPANY: FORMER CONFORMED NAME: PERRIGO Co Ltd DATE OF NAME CHANGE: 20130828 FWP 1 d943590dfwp.htm FWP FWP

Filed Pursuant to Rule 433

Issuer Free Writing Prospectus supplementing the

Preliminary Prospectus Supplement

Dated June 16, 2020 and the

Prospectus Dated June 12, 2020

Registration Statement No. 333-239115

Pricing Term Sheet

PERRIGO FINANCE UNLIMITED COMPANY

Pricing Term Sheet

June 16, 2020

 

Issuer:    Perrigo Finance Unlimited Company
Guarantor:    Perrigo Company plc
Ratings*:   

Baa3 (stable) by Moody’s Investors Service, Inc.

BBB- (stable) by Standard & Poor’s Ratings Services

Security:    3.150% Senior Notes due 2030 (the “Notes”)
Principal Amount:    $750,000,000
Trade Date:    June 16, 2020
Expected Settlement Date (T+3**):    June 19, 2020
Maturity Date:    June 15, 2030
Interest Payment Dates:    Interest on each series of notes is payable semi-annually in arrears on June 15 and December 15 of each year, commencing December 15, 2020
Coupon:    3.150%
Interest Rate Adjustment:    The interest rate payable on the Notes will be subject to adjustment based on certain rating events as described under the caption “Description of the Notes—Interest Rate Adjustment Based on Certain Rating Events” in the Preliminary Prospectus Supplement dated June 16, 2020.
Issue Price:    99.170% of the principal amount
Yield to Maturity:    3.248%
Benchmark Treasury:        0.625% due May 15, 2030

Spread to Benchmark

Treasury:

    250 bps

Benchmark Treasury

Price and Yield:

    98-26+ and 0.748%
Optional Redemption:    Adjusted Treasury Rate plus 40 bps
   In addition, the Issuer may redeem all or part of the Notes on or after March 15, 2030 (three months prior to the maturity date), at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, to, but excluding, the redemption date.

Minimum

Denominations:

    $200,000 and integral multiples of $1,000 in excess thereof
CUSIP/ISIN:    71429M AC9 / US71429MAC91

Joint Book-Running

Managers:

   

BofA Securities, Inc.

J.P. Morgan Securities LLC

Wells Fargo Securities, LLC

Co-Managers:   

HSBC Securities (USA) Inc.

Mizuho Securities USA LLC

BNP Paribas Securities Corp.

Credit Suisse Securities (USA) LLC

Fifth Third Securities, Inc.

ING Financial Markets LLC

PNC Capital Markets LLC

U.S. Bancorp Investments, Inc.

*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time.

** The Issuer expects that delivery of the Notes will be made against payment therefore on or about the closing date which will be on or about the third business day following the date of pricing of the Notes (this settlement cycle being referred to as “T+3”). Under Rule 15c6-1 of the Exchange Act, trades in the secondary market are generally required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes before the second business day prior to June 19, 2020 will be required, by virtue of the fact that the Notes initially will settle in T+3, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisor.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling BofA Securities, Inc. toll-free at 1-800-294-1322, J.P. Morgan Securities LLC collect at 1-212-834-4533 or Wells Fargo Securities, LLC toll-free at 1-800-645-3751.

This communication does not constitute an offer to sell the notes and is not a solicitation of an offer to buy the notes in any jurisdiction where the offer or sale is prohibited, where the person making the offer is not qualified to do so, or to any person who cannot legally be offered the securities.

Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result of this communication being sent via Bloomberg email or another communication system.