INDEBTEDNESS

Total borrowings outstanding at September 26, 2015 and June 27, 2015 are summarized as follows (in millions):



				September 26, 2015			June 27, 2015
Short-term debt				$	86.9		$	6.4
Term loans
*	2014 Term loan due December 5, 2019			517.7			530.5
Public bonds
	Coupon	Due
	1.300%	November 8, 2016	⁽³⁾	500.0			500.0
*	4.500%	May 23, 2017	⁽²⁾	201.5			201.0
*	5.125%	December 12, 2017	⁽²⁾	335.8			335.0
	2.300%	November 8, 2018	⁽³⁾	600.0			600.0
*	5.000%	May 23, 2019	⁽²⁾	134.3			134.1
	3.500%	December 15, 2021	⁽¹⁾	500.0			500.0
*	5.105%	July 19, 2023	⁽²⁾	151.1			150.8
	4.000%	November 15, 2023	⁽³⁾	800.0			800.0
	3.900%	December 15, 2024	⁽¹⁾	700.0			700.0
	5.300%	November 15, 2043	⁽³⁾	400.0			400.0
	4.900%	December 15, 2044	⁽¹⁾	400.0			400.0
	Total public bonds			4,722.7			4,720.9
Other financing				6.3			6.6
Unamortized premium (discount), net				80.4			87.5
Deferred financing fees				(39.0		)	(40.5		)
Total borrowings outstanding				5,375.0			5,311.4
	Less short-term debt and current portion of long-term debt			(145.1		)	(64.6		)
Total long-term debt less current portion				$	5,229.9		$	5,246.8


⁽¹⁾	Public bonds issued on December 2, 2014, discussed below collectively as the "2014 Bonds."


⁽²⁾	Debt assumed from Omega.


⁽³⁾	Discussed below collectively as the "2013 Bonds."


*	Debt denominated in euros subject to fluctuations in the euro-to-U.S. dollar exchange rate.

We were in compliance with all covenants under our various debt agreements as of September 26, 2015 and June 27, 2015.

Our term loan and revolving credit facility each have an event of default for changes of control that would be triggered upon a 35% change of control. Also, if there is a change of control under our $3.9 billion of public senior notes (the 2014 Bonds and 2013 Bonds), and they are downgraded below investment grade by both Moody's Investor Services, Inc. and Standard & Poor's Rating Service, we would be obligated to offer to repurchase all of the 2014 Bonds and 2013 Bonds at 101% of par.

Omega Financing

Debt Issuance

On December 2, 2014, Perrigo Finance plc, our 100% owned finance subsidiary ("Perrigo Finance"), issued $500.0 million in aggregate principal amount of 3.50% senior notes due 2021 (the "2021 Notes”), $700.0 million in aggregate principal amount of 3.90% senior notes due 2024 (the “2024 Notes”), and $400.0 million in aggregate principal amount of 4.90% senior notes due 2044 (the “2044 Notes” and, together with the 2021 Notes and the 2024 Notes, the “2014 Bonds”). Interest on the 2014 Bonds is payable semiannually in arrears in June and December of each year, beginning in June 2015. The 2014 Bonds are governed by a base indenture and a first supplemental indenture (collectively, the "2014 Indenture"). The 2014 Bonds are fully and unconditionally guaranteed on a senior unsecured basis by Perrigo Company plc, and no other subsidiary of Perrigo Company plc guarantees the 2014 Bonds. There are no restrictions under the 2014 Bonds on our ability to obtain funds from our subsidiaries. Perrigo Finance received net proceeds of approximately $1.6 billion from issuance of the 2014 Bonds after fees and market discount. Perrigo Finance may redeem the 2014 Bonds in whole or in part at any time for cash at the make-whole redemption prices described in the 2014 Indenture.

On December 5, 2014, Perrigo Finance entered into a term loan agreement consisting of a €500.0 million ($614.3 million) tranche, with the ability to draw an additional €300.0 million ($368.6 million) tranche, maturing December 5, 2019, and a $600.0 million revolving credit agreement, which stepped up to $1.0 billion upon the closing of the Omega acquisition (the "2014 Revolver") (together, the "2014 Credit Agreements"). On the same date, Perrigo Company plc entered into a $300.0 million term loan tranche maturing December 18, 2015, which we repaid on June 14, 2015. There were no borrowings outstanding under the 2014 Revolver as of September 26, 2015. Subsequent to September 26, 2015, we allowed the undrawn €300.0 million term loan tranche to expire.

Assumed Debt and Repayment

In connection with the Omega acquisition, we assumed $20.0 million in aggregate principal amount of 6.19% senior notes due 2016 ("2016 Notes"), €135.0 million ($147.0 million) in aggregate principal amount of 5.1045% senior notes due 2023 ("2023 Notes"), €300.0 million ($326.7 million) in aggregate principal amount of 5.125% retail bonds due 2017, €180.0 million ($196.0 million) in aggregate principal amount of 4.500% retail bonds due 2017, €120.0 million ($130.7 million) in aggregate principal amount of 5.000% retail bonds due 2019 (collectively, the "Retail Bonds"), a revolving credit facility with €500.0 million ($544.5 million) outstanding, and certain overdraft facilities totaling €51.4 million ($56.0 million). The fair value of the 2023 Notes and Retail Bonds exceeded par value by €93.6 million ($101.9 million) on the date of the acquisition. As a result, a fair value adjustment was recorded as part of the carrying value of the underlying debt and will be amortized as a reduction of interest expense over the remaining terms of the respective debt instruments. The adjustment does not affect cash interest payments.

On April 8, 2015, we repaid the €500.0 million ($539.1 million) outstanding under the assumed Omega revolving credit facility and terminated the facility. On May 29, 2015, we repaid the $20.0 million outstanding on the 2016 Notes.

Omega regularly utilizes overdraft facilities to meet its short-term liquidity needs and its balances fluctuate on a day-to-day basis. While the assumed overdraft facilities balance noted above was repaid as of June 27, 2015, additional borrowings were made as of September 26, 2015 and make up the majority of the short-term debt balance in the above table.

Elan Financing

Debt Issuance

On November 8, 2013, Perrigo Company issued $500.0 million aggregate principal amount of its 1.300% senior notes due 2016 (the "2016 Notes"), $600.0 million aggregate principal amount of its 2.300% senior notes due 2018 (the "2018 Notes"), $800.0 million aggregate principal amount of its 4.000% senior notes due 2023 (the "2023 Notes") and $400.0 million aggregate principal amount of its 5.300% senior notes due 2043 (the "2043 Notes" and, together with the 2016 Notes, the 2018 Notes and the 2023 Notes, the "2013 Bonds") in a private placement with registration rights. Interest on the 2013 Bonds is payable semiannually in arrears in May and November of each year, beginning in May 2014. The 2013 Bonds are governed by a base indenture and a first supplemental indenture (collectively, the "2013 Indenture"). The 2013 Bonds are the Company's unsecured and unsubordinated obligations, ranking equally in right of payment to all of Perrigo Company's existing and future unsecured and unsubordinated indebtedness. Perrigo Company received net proceeds of $2.3 billion from the issuance of the 2013 Bonds after fees and market discount. The 2013 Bonds are not entitled to mandatory redemption or sinking fund payments. We may redeem the 2013 Bonds in whole or in part at any time for cash at the make-whole redemption prices described in the 2013 Indenture. The 2013 Bonds were guaranteed on an unsubordinated, unsecured basis by the same entities that guaranteed our 2013 credit agreements until November 21, 2014, at which time the 2013 Indenture was amended to remove all guarantors.

On September 2, 2014, we offered to exchange our private placement senior notes with public bonds. The offer was open until October 1, 2014, at which time substantially all of the private placement notes had been exchanged for bonds registered with the Securities and Exchange Commission. As a result of the changes in the guarantor structure noted above, we are no longer required to present guarantor financial statements.