CFR Pharmaceuticals in Transactions to Fund Major Acquisition

December 11, 2012

Cleary Gottlieb represented CFR Pharmaceuticals S.A. (a leading Latin American pharmaceutical company, headquartered in Chile) and its wholly-owned subsidiary CFR International SpA in a Rule 144A/Regulation S high yield offering of $300 million of 5.125% senior notes due 2022, and in the concurrent negotiation of a bridge credit facility. CFR entered into these transactions to fund its purchase of Laboratorio Franco Colombiano Lafrancol S.A.S. and subsidiaries (Lafrancol), a leading Colombian pharmaceutical company.

The bond offering priced on November 29 and closed on December 6, upon which the lenders’ commitments under the proposed bridge credit facility were terminated. The notes were issued by CFR International SpA, and are guaranteed by CFR Pharmaceuticals S.A. as well as certain CFR subsidiaries. Deutsche Bank Securities and J.P. Morgan Securities were the joint book-running managers for the bond offering, and affiliates of the managers had provided commitments under the proposed bridge credit facility.

The proceeds of the bond offering were used to pay a portion of the purchase price for the Lafrancol acquisition, which closed on December 11. The acquisition is the largest in CFR’s history, making it the leading pharmaceutical company in Colombia as well as expanding its presence in several other Latin American markets.

Cleary Gottlieb had previously represented CFR Pharmaceuticals S.A. in its May 2011 initial public offering.