Elan Corporation in $600 Million Notes Offering and Concurrent Tender Offer and Consent Solicitation

October 31, 2012

Cleary Gottlieb represented the initial purchasers, led by Morgan Stanley, in a recent high-yield debt offering by Elan Finance and Elan Finance Corp., each a wholly-owned finance subsidiary of Elan Corporation. Elan issued $600 million of 6.25% Senior Notes due 2019. The notes were unregistered and were offered for sale in the United States pursuant to Rule 144A and abroad pursuant to
Reg S. The deal closed on October 1.

Cleary Gottlieb also represented Morgan Stanley as dealer manager in a cash tender offer and consent solicitation by Elan Finance public limited company and Elan Finance to purchase any and all of their outstanding 8.75% Senior Notes due 2016 issued on October 2, 2009 and 8.75% Senior Notes due 2016 issued on August 17, 2010 and to consent to amendments to the Indentures governing such Notes to eliminate or modify substantially all restrictive covenants, certain events of default and other provisions in such Indentures. Elan adopted the amendments upon early settlement of the tender offer on October 9, 2012. The tender offer expired on October 22 and all remaining outstanding 8.75% Senior Notes were redeemed on October 31.

Elan's work includes research, development, and commercial activities for neurodegenerative diseases, such as Alzheimer’s disease and Parkinson’s disease and autoimmune diseases, including multiple sclerosis. Elan shares trade on the New York and Irish Stock Exchanges.