ENDO INTERNATIONAL PLC, ET AL.
SUBSCRIPTION FORM FOR FIRST LIEN RIGHTS OFFERING1
FOR USE BY ELIGIBLE HOLDERS OF ALLOWED FIRST LIEN NOTES CLAIMS ONLY
FIRST LIEN RIGHTS OFFERING EXPIRATION TIME
The First Lien Rights Offering Expiration Time is 5:00 p.m. New York City time on April 12, 2024.
Eligible Holders of Allowed First Lien Notes Claims must deliver their First Lien Subscription Forms to their nominees (or other form of instruction required by their nominees) in sufficient time to allow such nominees to tender the relevant First Lien Notes to the appropriate account of the Subscription Agent through ATOP (as defined below) and to pay their First Lien Subscription Price at or prior to the First Lien Rights Offering Expiration Time, and such nominees must actually tender such First Lien Notes and payment of the First Lien Subscription Price must be made at or prior to the First Lien Rights Offering Expiration Time, or the subscription will not be counted and will be deemed forever relinquished and waived. Eligible Holders are urged to consult with their nominees to determine the deadline for the delivery of their First Lien Subscription Form to their nominee in order for the nominee to comply with these requirements, and to otherwise comply with their nominee’s instructions.
UPON SUBMISSION OF THEIR SUBSCRIPTION WITH THE SUBMISSION OF THEIR FIRST LIEN SUBSCRIPTION FORMS, ELIGIBLE HOLDERS OF ALLOWED FIRST LIEN NOTES CLAIMS WILL NO LONGER BE ABLE TO TRANSFER THEIR FIRST LIEN NOTES.
The Purchaser Equity distributed and issued pursuant to the First Lien Rights Offering Procedures (the “First Lien Rights Offering Shares”) are being distributed and issued by Purchaser Parent pursuant to the First Lien Rights Offering without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption from registration provided in section 1145 of the Bankruptcy Code to the maximum extent possible and, to the extent such exemption is unavailable, are issued solely to qualified holders in reliance on the exemption from registration provided by Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder, or another available exemption, as applicable.
None of the First Lien Subscription Rights or the Purchaser Equity issuable upon exercise of such First Lien Subscription Rights distributed pursuant to the First Lien Rights
Capitalized terms used and not defined herein shall have the meaning ascribed to them in the Plan or the First Lien Rights Offering Procedures, as applicable. Offering Procedures have been or will be registered under the Securities Act, nor any state or local law requiring registration for the offer or sale of a security.
In any member state of the European Economic Area (the “EEA”) (each member state, a “Relevant State”), the First Lien Rights Offering Procedures are only addressed to and only directed at qualified investors in that Relevant State within the meaning of the Regulation (EU) 2017/1129 (the “Prospectus Regulation”). Qualified investors (as defined in the Prospectus Regulation) in the EEA shall be referred to as “Permitted EU Persons.” The First Lien Rights Offering Procedures have been prepared on the basis that all offers to the public of First Lien Rights Offering Shares within a Relevant State will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offer of securities. Accordingly, any person making or intending to make any subscription for First Lien Rights Offering Shares within any Relevant State should only do so in circumstances in which no obligation arises to publish a prospectus under Article 3 of the Prospectus Regulation or a supplement to a prospectus under Article 23 of the Prospectus Regulation. None of Purchaser Parent, the Debtors, their affiliates, their successors or any persons acting on their behalf has authorized, nor do they authorize, the making of any offer of First Lien Rights Offering Shares through any financial intermediary, which constitute the final placement of the First Lien Rights Offering Shares contemplated by the First Lien Rights Offering Procedures.
In the United Kingdom, the First Lien Rights Offering Procedures are only addressed to and only directed at qualified investors in the United Kingdom within the meaning of the Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”). Qualified investors (as defined in the UK Prospectus Regulation) in the United Kingdom shall be referred to as “Permitted UK Persons.” The First Lien Rights Offering Procedures have been prepared on the basis that all offers to the public of First Lien Rights Offering Shares within the United Kingdom will be made pursuant to an exemption under the UK Prospectus Regulation from the requirement to publish a prospectus for offer of securities. Accordingly, any person making or intending to make any subscription for First Lien Rights Offering Shares within the United Kingdom should only do so in circumstances in which no obligation arises to publish a prospectus under section 85 of the United Kingdom’s Financial Services and Markets Act 2000 (as amended) (the “FSMA”) or a supplement to a prospectus under Article 23 of the UK Prospectus Regulation. In relation to the United Kingdom, no offer of the First Lien Rights Offering Shares or the First Lien Subscription Rights may be made to the public at any time other than pursuant to an exemption under the UK Prospectus Regulation. None of Purchaser Parent, the Debtors, their affiliates, their successors or any persons acting on their behalf has authorized, nor do they authorize, the making of any offer of First Lien Rights Offering Shares through any financial intermediary, which constitute the final placement of the First Lien Rights Offering Shares contemplated by the First Lien Rights Offering Procedures.
In relation to each Relevant State, no offer of the First Lien Subscription Rights or the First Lien Rights Offering Shares may be made to the public at any time other than pursuant to an exemption under the Prospectus Regulation and/or other applicable law.
The First Lien Rights Offering Procedures have not been approved by an authorized person for the purposes of section 21 of the FSMA. In the United Kingdom, distribution of the First Lien Rights Offering Procedures is exempt from the restriction in Section 21 of the FSMA on the basis of Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “FPO”). Accordingly, the First Lien Rights Offering Procedures are not being distributed to, and must not be passed on to, the general public in the United Kingdom. In addition, in the United Kingdom, the First Lien Rights Offering Procedures are being distributed only to, and any offer or invitation contained in these First Lien Rights Offering Procedures is directed only at, Permitted UK Persons who are (i) investment professionals within the meaning of Article 19(5) of the FPO, or (ii) high net worth entities or other persons falling within Article 49(2)(a) to (d) of the FPO, or (iii) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in relation to the First Lien Rights Offering Procedures may otherwise be lawfully communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any person in the United Kingdom that is not a Relevant Person should not act or rely on the information included in the First Lien Rights Offering Procedures or use it as the basis for taking any action. In the United Kingdom, any investment or investment activity that these First Lien Rights Offering Procedures relate to may be made or taken exclusively by Relevant Persons.
Please consult the Plan, the Disclosure Statement, and the First Lien Rights Offering Procedures (including the First Lien Rights Offering Instructions included therein) for additional information with respect to this First Lien Subscription Form.
If you have any questions, please contact Kroll Restructuring Administration, LLC (the “Subscription Agent”) by emailing EndoIssuerServices@is.kroll.com (please reference “Endo First Lien Rights Offering” in the subject line).
SUBJECT TO THE TERMS AND CONDITIONS OF THE FIRST LIEN RIGHTS OFFERING PROCEDURES AND THE FIRST LIEN BACKSTOP COMMITMENT AGREEMENT, ALL SUBSCRIPTIONS SET FORTH IN THIS FIRST LIEN SUBSCRIPTION FORM ARE IRREVOCABLE.
To subscribe, fill out, read, and or complete Items 1 through 4.