Organon Announces Proposed $1.0 Billion Senior Notes Offering
May 07 2024 - 6:58AM
Business Wire
Organon (NYSE: OGN) (“Organon”), a global healthcare company
with a focus on women’s health, announced today that it, together
with Organon Foreign Debt Co-Issuer B.V., a direct wholly-owned
subsidiary of Organon, as co-issuer (the “Co-Issuer” and, together
with Organon, the “Companies”), plan to offer, subject to market
conditions, $500 million of senior secured notes due 2034 (the
“secured notes”) and $500 million of senior unsecured notes due
2034 (the “unsecured notes” and, together with the Secured Notes
the “notes”). Each series of notes will be guaranteed by each of
the entities that guarantees the Companies’ existing senior secured
credit facilities (the “Credit Facilities”). The notes offering is
expected to be a leverage-neutral transaction.
The Companies intend to use the net proceeds from the sale of
the notes to repay a portion of their borrowings under the Credit
Facilities’ U.S. dollar-denominated “tranche B” term loan and to
pay the fees and expenses incurred in connection with the
foregoing.
The notes have not been and will not be registered under the
U.S. Securities Act of 1933, as amended (the “Securities Act”), any
state securities laws or the securities laws of any other
jurisdiction, and may not be offered or sold in the United States
absent registration or an applicable exemption from registration.
Accordingly, the notes are being offered and sold only to persons
reasonably believed to be qualified institutional buyers in
accordance with Rule 144A under the Securities Act and to non-U.S.
persons outside the United States in reliance on Regulation S under
the Securities Act exclusively to persons other than retail
investors in the European Economic Area, whereby each a retail
investor means a person who is one (or more) of: (i) a retail
client as defined in point (11) of Article 4(1) of Directive
2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the
meaning of Directive (EU) 2016/97 (as amended, the “Insurance
Distribution Directive”), where that customer would not qualify as
a professional client as defined in point (10) of Article 4(1) of
MiFID II.
This press release does not constitute an offer to sell, or the
solicitation of an offer to buy, any security and shall not
constitute an offer, solicitation or sale in any jurisdiction in
which such offer, solicitation or sale would be unlawful.
About Organon Organon is a global healthcare company
formed to focus on improving the health of women throughout their
lives. Organon offers more than 60 medicines and products in
women’s health in addition to a growing biosimilars business and a
large franchise of established medicines across a range of
therapeutic areas. Organon’s existing products produce strong cash
flows that support investments in innovation and future growth
opportunities in women’s health and biosimilars. In addition,
Organon is pursuing opportunities to collaborate with
biopharmaceutical innovators looking to commercialize their
products by leveraging its scale and presence in fast growing
international markets.
Organon has a global footprint with significant scale and
geographic reach, world-class commercial capabilities, and
approximately 10,000 employees with headquarters located in Jersey
City, New Jersey.
For more information, visit http://www.organon.com and connect
with us on LinkedIn, Instagram, X (formerly known as Twitter) and
Facebook.
Cautionary Note Regarding Forward-Looking Statements Some
statements and disclosures in this press release are
“forward-looking statements” within the meaning of the safe harbor
provisions of the U.S. Private Securities Litigation Reform Act of
1995. Forward-looking statements include all statements that do not
relate solely to historical or current facts and can be identified
by the use of words such as “aims,” “may,” “expects,” “intends,”
“anticipates,” “plans,” “believes,” “seeks,” “estimates,” “will,”
or words of similar meaning. These statements include, but are not
limited to, statements regarding terms of the offering of the notes
and the intended use of proceeds. These forward-looking statements
are based on Organon’s current plans and expectations and are
subject to a number of risks and uncertainties that could cause
Organon’s plans and expectations, including actual results, to
differ materially from the forward-looking statements. Organon may
not consummate the proposed offering described in this press
release and, if consummated, cannot provide any assurances
regarding the final terms of the offering or the notes or its
ability to effectively apply the net proceeds as described
above.
Organon undertakes no obligation to publicly update any
forward-looking statement, whether as a result of new information,
future events or otherwise. Factors that could cause results to
differ materially from those described in the forward-looking
statements can be found in Organon’s filings with the Securities
and Exchange Commission (“SEC”), including Organon’s most recent
Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and
subsequent SEC filings, available at the SEC’s Internet site
(www.sec.gov).
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version on businesswire.com: https://www.businesswire.com/news/home/20240506010819/en/
Organon Media: Karissa Peer (614) 314-8094
Kate Vossen (732) 675-8448
Organon Investor: Jennifer Halchak (201) 275-2711
Renee McKnight (551) 204-6129
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