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Indebtedness
6 Months Ended
Dec. 31, 2015
Indebtedness [Abstract]  
Indebtedness
INDEBTEDNESS

Total borrowings outstanding are summarized as follows (in millions):
 
 
 
 
 
December 31,
2015
 
June 27,
2015
 
June 28,
2014
Revolving credit agreements
 
 
 
 
 
 
 
 
2015 Revolver
$
380.0

 
$

 
$

 
2014 Revolver
300.0

 

 

 
Total revolving credit agreements
680.0

 

 

Term loans
 
 
 
 
 
 
 
 
2013 Term loan due December 18, 2015

 

 
300.0

 
2013 Term loan due December 18, 2018

 

 
630.0

*
2014 Term loan due December 5, 2019
488.8

 
530.5

 

 
Total term loans
 
 
488.8

 
530.5

 
930.0

Notes and bonds
 
 
 
 
 
 
 
 
Coupon
Due
 
 
 
 
 
 
 
 
1.300%
November 8, 2016
(2) 
 
500.0

 
500.0

 
500.0

*
4.500%
May 23, 2017
(3) 
 
195.5

 
201.0

 

*
5.125%
December 12, 2017
(3) 
 
325.8

 
335.0

 

 
2.300%
November 8, 2018
(2) 
 
600.0

 
600.0

 
600.0

*
5.000%
May 23, 2019
(3) 
 
130.3

 
134.1

 

 
3.500%
December 15, 2021
(1) 
 
500.0

 
500.0

 

*
5.105%
July 19, 2023
(3) 
 
146.7

 
150.8

 

 
4.000%
November 15, 2023
(2) 
 
800.0

 
800.0

 
800.0

 
3.900%
December 15, 2024
(1) 
 
700.0

 
700.0

 

 
5.300%
November 15, 2043
(2) 
 
400.0

 
400.0

 
400.0

 
4.900%
December 15, 2044
(1) 
 
400.0

 
400.0

 

 
Total notes and bonds
 
 
4,698.3

 
4,720.9

 
2,300.0

Other financing
86.0

 
13.0

 
10.2

Unamortized premium (discount), net
73.4

 
87.5

 
(6.0
)
Deferred financing fees
(36.6
)
 
(40.5
)
 
(27.4
)
Total borrowings outstanding
5,989.9

 
5,311.4

 
3,206.8

 
Current indebtedness
(1,018.3
)
 
(64.6
)
 
(143.7
)
Total long-term debt less current portion
$
4,971.6

 
$
5,246.8

 
$
3,063.1


(1) 
Public bonds issued on December 2, 2014, discussed below collectively as the "2014 Bonds."
(2) 
Private placement unsecured senior notes with registration rights as of June 28, 2014 and public bonds as of October 1, 2014, discussed below collectively as the "2013 Bonds."
(3) 
Debt assumed from Omega.
*
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 December 31, 2015, June 27, 2015, and June 28, 2014.

On December 9, 2015, Perrigo Finance Unlimited Company, formerly Perrigo Finance plc ("Perrigo Finance"), entered into a $750.0 million revolving credit agreement (the "2015 Revolver"). There were $380.0 million of borrowings outstanding under the 2015 Revolver as of December 31, 2015.

Omega Financing

Bridge Agreement

In connection with the Omega acquisition, on November 6, 2014, we entered into a €1.75 billion ($2.2 billion) senior unsecured 364-day bridge loan facility (the "Bridge Loan Facility"). Upon issuance of our permanent debt financing described below, the Bridge Loan Facility was terminated on December 3, 2014. At no time did we draw upon the Bridge Loan Facility.

Debt Issuance

On December 2, 2014, Perrigo Finance, our 100% owned finance subsidiary, 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 and no other subsidiary of Perrigo 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 increased to $1.0 billion upon the closing of the Omega acquisition (the "2014 Revolver") (together, the "2014 Credit Agreements"), and Perrigo Company entered into a $300.0 million term loan tranche maturing December 18, 2015. We allowed the undrawn €300.0 million term loan tranche to expire. There was $300.0 million of borrowings outstanding under the 2014 Revolver as of December 31, 2015. There were no borrowings outstanding under the 2014 Revolver as of June 27, 2015, and June 28, 2014.

During the six months ended December 31, 2015, we made $28.3 million in scheduled principal payments on our euro-denominated term loan.

Debt Extinguishment

On December 5, 2014, we repaid the remaining $895.0 million outstanding under our 2013 Term Loan, then terminated both the 2013 Term Loan and 2013 Revolver described below in "Elan Financing." On June 25, 2015, we repaid the $300.0 million 2014 Term Loan. We recorded a $10.5 million loss on extinguishment of debt during the fiscal year ended June 27, 2015, which consisted of the Bridge Loan Facility interest expense and deferred financing fees related to the 2013 Term Loan, 2013 Revolver, and 2014 Term Loan.    

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 (the "6.19% 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's revolving credit facility and terminated the facility. On May 29, 2015, we repaid the $20.0 million of the outstanding 6.19% 2016 Notes in full. On March 30, 2015 we repaid the €51.4 million ($56.0 million) outstanding under certain overdraft facilities.

Our BCH segment 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 December 31, 2015 and make up the majority of the "Other financing" section in the table above. The balance outstanding under the facilities was $82.9 million at December 31, 2015.

Elan Financing

Bridge Agreement

In connection with the Elan acquisition, on July 28, 2013, we entered into a $2.65 billion debt bridge credit agreement (the "Debt Bridge") and a $1.7 billion cash bridge credit agreement (the "Cash Bridge") (together, the "Bridge Credit Agreements"). The commitments under the Debt Bridge and the Cash Bridge agreements were terminated on November 8, 2013 and December 24, 2013, respectively. At no time did we draw under the Bridge Credit Agreements.

Debt Issuance

On September 6, 2013, Perrigo Company entered into a $1.0 billion term loan agreement (the "2013 Term Loan") and a $600.0 million revolving credit agreement (the "2013 Revolver") (together, the "2013 Credit Agreements"). The 2013 Term Loan consisted of a $300.0 million tranche maturing December 18, 2015 and a $700.0 million tranche maturing December 18, 2018. Both tranches were drawn in full on December 18, 2013. Amounts outstanding under the 2013 Credit Agreements bore interest at our option (a) at the alternative base rate or (b) the eurodollar rate plus, in either case, applicable margins as set forth in the 2013 Credit Agreements. Our obligations under the 2013 Credit Agreements were guaranteed by Perrigo Company plc, certain U.S. subsidiaries of Perrigo Company plc, Elan, and certain Irish subsidiaries of Elan until November 21, 2014, at which time the terms of the 2013 Credit Agreements were amended to remove all guarantors.

On November 8, 2013, Perrigo Company issued $500.0 million aggregate principal amount of its 1.30% senior notes due 2016 (the "1.30% 2016 Notes"), $600.0 million aggregate principal amount of its 2.30% senior notes due 2018 (the "2018 Notes"), $800.0 million aggregate principal amount of its 4.00% senior notes due 2023 (the "2023 Notes") and $400.0 million aggregate principal amount of its 5.30% senior notes due 2043 (the "2043 Notes" and, together with the 1.30% 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 existing and future unsecured and unsubordinated indebtedness. Perrigo Company received net proceeds of $2.3 billion from 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 the 2013 Credit Agreement 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 for public bonds (the "Exchange Offer"). The Exchange Offer expired on 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.

Debt Extinguishment

On December 18, 2013, we repaid the remaining principal balance with accrued interest and fees of $360.0 million outstanding under our credit agreement dated as of October 26, 2011, then terminated the agreement.

On November 20, 2013, we priced a tender offer and consent solicitation with regard to our 2.95% Notes, which were issued pursuant to the indenture dated as of May 16, 2013. The total tender consideration was $578.3 million. On December 26, 2013, notice was given to holders that the remaining notes not duly tendered would be redeemed on December 27, 2013 at a redemption price of par plus accrued interest. On December 27, 2013, the redemption was completed for a total payment of $28.5 million. Upon completion of the redemption, the indenture was terminated.

On December 23, 2013, we completed the prepayment of all obligations under our Private Placement Notes. All of the Notes were outstanding under the master note purchase agreement dated May 29, 2008 with various institutional investors (the "Note Agreement"). The terms of the Note Agreement provided for prepayment at any time at our option together with applicable make-whole premiums and accrued interest, which totaled $1.1 billion. Upon completion of the prepayment, the Note Agreement was terminated.

As a result of the debt retirements, we recorded a loss of $165.8 million during the fiscal year ended June 28, 2014 (in millions):
Make-whole payments
 
$
133.5

Write-off of financing fees on Bridge Credit Agreements
 
19.0

Write-off of deferred financing fees
 
10.5

Write-off of unamortized discount
 
2.8

Total loss on extinguishment of debt
 
$
165.8


Future Maturities

The annual future maturities of our short-term and long-term debt, including capitalized leases, are as follows (in millions):
Payment Due
 
Amount
2016
 
$
1,019.7

2017
 
576.6

2018
 
667.9

2019
 
742.6

2020
 

Thereafter
 
2,946.5