Forest Laboratories in $1.8 Billion Notes Offering

January 31, 2014

Cleary Gottlieb represented Forest Laboratories in a Rule 144A / Regulation S offering of $1.8 billion aggregate principal amount of senior unsecured notes, comprised of $1.05 billion aggregate principal amount of its 4.375% Senior Notes due 2019 and $750.0 million aggregate principal amount of its 4.875% Senior Notes due 2021, each with registration rights. The transaction priced on January 27, 2014 and closed on January 31, 2014.

Forest Laboratories used the net proceeds from the offering of the notes, together with cash on hand, to fund its previously announced acquisition of Aptalis Holdings. Aptalis is an international, specialty pharmaceutical company that focuses on developing, manufacturing, licensing and marketing therapies for certain cystic fibrosis- and gastrointestinal-related disorders. Cleary Gottlieb also represented Forest on the bridge commitment arrangements in connection with the signing of the acquisition in early January, which permitted the acquisition to be signed up quickly in the new year. Cleary Gottlieb had previously represented Forest on a $1.2 billion high yield bond offering in early December 2013, Forest’s first capital markets transaction in over 30 years.

Forest Laboratories is a leading, fully integrated, specialty pharmaceutical company largely focused on the United States market. Forest Laboratories markets a portfolio of branded drug products and develops new medicines to treat patients suffering from diseases principally in five therapeutic areas: central nervous system, cardiovascular, gastrointestinal, respiratory, and anti-infective. Forest Laboratories is headquartered in New York.