Cleary Gottlieb advised Allergan plc in the company’s structured accelerated share repurchase of $10 billion of outstanding shares.
The transaction is among the largest transactions of this type ever executed.
Under the variable tenor accelerated share repurchase transaction, Allergan is to receive initially $8 billion worth of shares from a derivatives dealer. At final settlement, which is expected to occur no later than the third quarter of 2017, Allergan will receive additional shares to the extent the number of shares that could be purchased for $10 billion at Allergan’s market average stock price (reduced by a discount) over a valuation period exceeds the number of shares initially received by Allergan (and Allergan may be obligated to return shares or pay additional cash to the extent of any deficiency). Up to 50 percent of the accelerated share repurchase may be collared, based upon the Allergan stock price over a reference period.
Allergan is a global pharmaceutical company focused on developing, manufacturing and commercializing innovative branded pharmaceuticals.