Allergan’s Margin Loan Financing and Premium Forward Sale

Cleary Gottlieb represented Allergan plc in connection with a margin loan financing with J.P. Morgan Chase Bank, N.A, London Branch, as lender.

The margin loan financing was secured by America Depositary Shares (ADS) of Teva Pharmaceuticals Industries Ltd., an Israeli pharmaceutical company.

Cleary also represented Allergan as counterparty to J.P. Morgan Chase Bank, N.A, London Branch in a post-paid premium forward sale transaction. Under the transaction, Allergan agreed to sell 25 million shares of ADS to J.P. Morgan, as dealer, at a premium over the average stock price of the ADS over an agreed calculation period, subject to the dealer’s option to set the length of the calculation period subject to a minimum and maximum.

Both transactions closed on November 10, 2017.

Allergan is a global pharmaceutical company focused on developing, manufacturing and commercializing innovative branded pharmaceuticals.