Haleon in $8.32 Billion A/B Exchange Offers

November 4, 2022

Cleary Gottlieb represented Haleon plc (Haleon) in its SEC-registered A/B exchange offers for any and all of its outstanding 3.024% callable fixed-rate senior notes due 2024, callable floating-rate senior notes due 2024, 3.375% fixed-rate senior notes due 2027, 3.375% fixed-rate senior notes due 2029, 3.625% fixed-rate senior notes due 2032, and 4% fixed-rate senior notes due 2052, each issued by GSK Consumer Healthcare Capital US LLC (GSKCH US), as well as 3.125% fixed-rate senior notes due 2025 issued by GSK Consumer Healthcare Capital UK plc (GSKCH UK).

The old notes were issued in reliance upon exemptions from the registration requirements of the Securities Act.

GSKCH US and GSKCH UK issued approximately $8.32 billion aggregate principal amount of registered new notes in exchange for an equal principal amount of old notes, representing approximately 95.09% of the old notes outstanding. The new notes are guaranteed by Haleon.

The exchange offers commenced on September 29, 2022, expired on October 28, 2022, and settled on November 2, 2022. The new notes were listed on the NYSE on November 4, 2022.

Haleon is a global leader in consumer health, with its product portfolio spanning five major categories: oral health, pain relief, respiratory health, digestive health and other, and vitamins, minerals, and supplements. Its long-standing brands—such as Advil, Sensodyne, Panadol, Voltaren, Theraflu, Otrivin, Polident, Parodontax, and Centrum—are built on trusted science, innovation, and deep human understanding.