Elan Corporation in $850 Million Notes Offering

May 31, 2013

Cleary Gottlieb represented the initial purchasers, led by Morgan Stanley & Co. LLC, in a recent high-yield debt offering by Elan Finance public limited company and Elan Finance Corp., each a wholly-owned finance subsidiary of Elan Corporation, plc, which guaranteed the debt. Elan issued $850 million of 6.250% Senior Notes due 2021. The notes were unregistered and were offered for sale in the United States pursuant to Rule 144A and abroad pursuant to Regulation S. At closing, the proceeds of the notes were deposited into an escrow account pending satisfaction of certain conditions, including approval of several pending transactions by Elan’s shareholders and the completion of certain of those transactions. The transaction priced on May 23 and closed on May 31.

Elan is a biotechnology company that has contributed to the research, development and commercialization of drugs 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.