Pfizer Inc. (“Pfizer”) (NYSE: PFE) announced today the final results of
its previously announced offers to exchange any and all validly tendered
and accepted notes of each series listed in the table below
(collectively, the “Hospira Notes”) issued by Hospira, Inc., a recently
acquired subsidiary of Pfizer, for new notes to be issued by Pfizer
(collectively, the “Pfizer Notes”), and the related solicitations of
consents to amend the indenture governing the Hospira Notes and the
Hospira Notes (together, the “Exchange Offers”). A Registration
Statement on Form S-4 (File No. 333-206758) (the “Registration
Statement”) relating to the issuance of the Pfizer Notes was filed with
the Securities and Exchange Commission (“SEC”) on September 3, 2015, was
amended by Amendment No. 1 to the Registration Statement filed with the
SEC on September 16, 2015, and was declared effective by the SEC on
September 25, 2015.
As of 11:59 p.m., New York City time, on October 1, 2015 (the
“Expiration Date”), the aggregate principal amounts listed in the table
below of each series of Hospira Notes had been validly tendered and not
validly withdrawn pursuant to the terms and conditions of the Exchange
Offers. The final settlement of the Exchange Offers is expected to take
place on or about October 5, 2015.
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CUSIP No.
|
|
|
Series of
Hospira
Notes
to be
Exchanged
|
|
|
Aggregate
Principal
Amount
Outstanding
|
|
|
Tenders and
Consents
Received as
of the
Expiration
Date
|
|
|
Percentage
of Total
Outstanding
Principal
Amount of
such Series
of Hospira
Notes
|
|
441060AJ9
|
|
|
6.05%
Notes due
2017
|
|
|
$550,000,000
|
|
|
$502,779,000
|
|
|
91.41%
|
|
441060AM2
|
|
|
5.20%
Notes due
2020
|
|
|
$350,000,000
|
|
|
$329,916,000
|
|
|
94.26%
|
|
441060AN0
|
|
|
5.80%
Notes due
2023
|
|
|
$350,000,000
|
|
|
$342,017,000
|
|
|
97.72%
|
|
441060AL4
|
|
|
5.60%
Notes due
2040
|
|
|
$500,000,000
|
|
|
$494,769,000
|
|
|
98.95%
|
The Exchange Offers were made pursuant to the terms and conditions
set forth in Pfizer’s prospectus, dated as of September 25, 2015 (the
“Prospectus”), which forms a part of the Registration Statement, and the
related Amended and Restated Letter of Transmittal and Consent (the
“Letter of Transmittal”) that contain the complete description of the
terms and conditions of the Exchange Offers.
The dealer managers for the Exchange Offers were:
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Citigroup Global Markets Inc.
390 Greenwich Street, 1st Floor
New York, New York 10013
Attention: Liability Management Group
(800) 558-3745 (toll free)
(212) 723-6106 (collect)
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|
|
|
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Goldman, Sachs & Co.
200 West Street
New York, New York 10282
Attention: Liability Management Group
(800) 828-3182 (toll free)
(212) 902-5183 (collect)
|
The exchange agent and information agent for the Exchange Offers is:
Global Bondholder Services Corporation
65 Broadway – Suite
404
New York, New York 10006
Attn: Corporate Actions
Bank
and Brokers Call Collect: (212) 430-3774
All Others, Call Toll
Free: (866) 470-3900
The proposals set forth in this message are subject to compliance
with all local legal and regulatory obligations, including the
obligation to inform and or consult with labor organizations, works
councils, trade unions and employee representatives.
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