Cheplapharm Arzneimittel GmbH
Cheplapharm Arzneimittel GmbH Announces Consent Solicitation Relating to its
5.500% U.S. dollar denominated Senior Secured Notes due 2028
Regulation S Notes: Common Code D1T29ZAB8, ISIN USD1T29ZAB81, CUSIP: D1T29ZAB8
Rule 144A Notes: Common Code 16412EAA5, ISIN US16412EAA55, CUSIP: 16412EAA5
and
4.375% euro denominated Senior Secured Notes due 2028
Regulation S Notes: Common Code 224354827, ISIN XS2243548273
Rule 144A Notes: Common Code 224354835, ISIN XS2243548356
(together the “Notes”)
Greifswald, Germany — May 13, 2025 — Cheplapharm Arzneimittel GmbH (the “Issuer”) announced today that it launched a solicitation (the “Solicitation”) for consents (the “Consents”) from holders of the Notes (the “Holders”) to approve certain amendments to the indenture dated October 15, 2020 (as amended and supplemented by a supplemental indenture dated as of July 20, 2023), relating to the Notes (the “Indenture”) in order to align the terms of the Indenture with the terms of the indenture governing the Issuer’s €725,000,000 7.500% senior secured notes due 2030 and the €325,000,000 senior secured floating rate notes due 2030 (together, the “2030 Notes”). The proposed amendments seek to facilitate the refinancing of the Issuer’s €500,000,000 3.500% senior secured notes due 2027 (the “2027 Notes”) on a senior secured basis, pari passu with the Notes by aligning the definition of “Permitted Collateral Liens” of the Indenture with those of the indenture governing the 2030 Notes as detailed in the Consent Solicitation Statement (as defined below) (the “Proposed Amendments”). Should the Proposed Amendments not be adopted, the Issuer would have the ability to refinance the 2027 Notes utilizing a combination of its current basket capacity and available liquidity. However, the alignment of the terms would allow the Issuer to pursue a senior secured debt refinancing of the 2027 Notes in the future without utilizing basket capacity which would provide more flexibility to the Issuer.
Adoption of the Proposed Amendments under the Indenture requires the Consents of the Holders of a majority of the aggregate principal amount of the Notes then outstanding voting as a single class (such consents, the “Required Consents”). A Consent may be validly revoked by a Holder at any time prior to, but not on or after, the earlier of the Effective Time and the Expiration Time (each as defined below) and, subject to the Issuer’s right to extend the Expiration Time, will automatically terminate and not be effective and no consideration will be payable if the Required Consents for the Notes are not obtained on or prior to the Expiration Time (as defined below). Assuming the Issuer receives the Required Consents, each present and future Holder will be bound by the Proposed Amendments to the Indenture once it becomes operative, whether or not such Holder delivered a Consent.
The Issuer expects that, after receipt of the Required Consents on or prior to the Expiration Time, it will give notice to Deutsche Trustee Company Limited as trustee under the Indenture (the “Trustee”) that the Required Consents have been received, and the Issuer, the Trustee and Deutsche Bank Luxembourg S.A. as security agent under the Indenture (the “Security Agent”) will execute a supplemental indenture to the Indenture with respect to the Notes (such time, the “Effective Time”). Holders should note that the Effective Time may fall prior to the Expiration Time, and, if so, Holders may not be given prior notice of such Effective Time.
The Solicitation will expire at 5:00 p.m., EDT/11:00 p.m. CEST, on May 19, 2025 (such date and time, as the Issuer may extend from time to time in its sole discretion, the “Expiration Time”). The consideration for each €1,000 and/or $1,000 principal amount of the Notes for which a Consent is validly delivered prior to the Expiration Time and not validly revoked prior to the Effective Time will be €2.50 and/or $2.50, as applicable, and will be payable two business days following the Expiration Time.
The Solicitation is being made solely on the terms and subject to the conditions set forth in the Issuer’s consent solicitation statement in respect of the Notes dated as of May 13, 2025 (the “Consent Solicitation Statement”). The Issuer may, in its sole discretion, terminate, extend or amend the Solicitation at any time as described in the Consent Solicitation Statement.
The Issuer has retained Deutsche Bank Aktiengesellschaft, J.P. Morgan SE and J.P Morgan Securities LLC as solicitation agents and Kroll Issuer Services Limited as tabulation and information agent in connection with the Solicitation. Copies of the Consent Solicitation Statement may be obtained from Kroll Issuer Services Limited, the tabulation and information agent in connection with the Solicitation (the “Tabulation and Information Agent”), at cheplapharm(at)is.kroll.com or +44 20 7704 0880. Holders of the Notes are urged to review the Consent Solicitation Statement for the detailed terms of the Solicitation and the procedures for consenting to the Proposed Amendments. Any persons with questions regarding the consent solicitation should contact the solicitation agents (Deutsche Bank Aktiengesellschaft, Attn. Liability Management Group at +44 207 545 8011; J.P. Morgan SE, Attn.: Liability Management Group at liability_management_EMEA(at)jpmorgan.com; J.P. Morgan Securities LLC, Attn.: Liability Management Group at +212 834-3046).
This announcement is for information purposes only and does not constitute an offer to purchase Notes, a solicitation of an offer to sell Notes or a solicitation of consents of Holders and shall not be deemed to be an offer to purchase, a solicitation of an offer to sell or a solicitation of consents with respect to any securities of the Issuer or its affiliates.None of the Issuer, the Solicitation Agents, the Trustee, the Security Agent, the Tabulation and Information Agent or any other person makes any recommendation as to whether or not Holders should deliver Consents. Each Holder must make its own decision as to whether or not to deliver Consents.
Holders are advised to check with any bank, securities broker or other intermediary through which they hold their Notes when such intermediary would need to receive instructions from a Holder in order for such Holder to participate in, or to validly revoke their instruction to participate in, the Solicitation by the deadlines specified above. The deadlines set by any such intermediary and each Clearing System for the submission and (where permitted) revocation of electronic consent instructions will be earlier than the relevant deadlines above.
About Cheplapharm
Cheplapharm is a leading pharmaceutical company headquartered in Greifswald, Germany, with an international footprint and a broad portfolio of more than 150 products across more than ten therapeutic areas, including cardiology, central nervous system, metabolic diseases, oncology and infectious diseases. Cheplapharm focusses on acquiring well‑established, off‑patent, branded legacy and niche originator pharmaceutical products with predictable cash flows from large pharmaceutical companies.
During the past 20 years, Cheplapharm completed a significant number of acquisitions with well-known pharmaceutical companies acquiring more than 150 products with a cumulative acquisition value of more than €6.2 billion.
Cheplapharm operates a lean asset-light business model focused on (i) selecting and acquiring suitable off‑patent, branded niche or legacy originator products or product portfolios that fit its disciplined acquisition criteria, (ii) managing the transfer of the required approvals to market them across various countries and (iii) integrating them into its established value chain of contract manufacturing organizations or active pharmaceutical ingredients suppliers and distributors. Cheplapharm distributes its products in more than 150 countries across six continents, predominantly through an extensive network of distribution partners, with many of whom Cheplapharm has trusted and long‑standing relationships.
Forward Looking Statements
This release may contain forward-looking statements that involve substantial risks and uncertainties. All statements other than statements of historical facts included in this release including, without limitation, statements regarding Cheplapharm’s future financial position, risks and uncertainties related to its business, strategy, capital expenditures, projected costs and Cheplapharm’s plans and objectives for future operations, may be deemed to be forward-looking statements. Words such as “believe”, “expect”, “anticipate”, “may”, “assume”, “plan”, “intend”, “will”, “should”, “estimate”, “risk”, and similar expressions or the negatives of these expressions are intended to identify forward-looking statements. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. You should not place undue reliance on these forward-looking statements. Cheplapharm does not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
Cautionary Statement
Under no circumstances shall the Consent Solicitation Statement constitute a tender or exchange offer for, an offer to sell or issue or the solicitation of an offer to buy or subscribe for the Notes in any jurisdiction. The Solicitation shall not be considered an “offer of securities to the public,” or give rise to or require a prospectus in a European Economic Area member state pursuant to Regulation (EU) 2017/1129 (as amended or superseded) or in the United Kingdom pursuant to Regulation 2017/1129 as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018.
The Solicitation is not being made to, and no consents are being solicited from, holders or beneficial owners of the Notes in any jurisdiction in which it is unlawful to make such consent solicitation or grant such consents. However, the Issuer may, in its sole discretion and in compliance with any applicable laws, take such actions as it may deem necessary to solicit consents in any jurisdiction and may extend the consent solicitation to, and solicit consents from, persons in such jurisdiction.
The communication of the Consent Solicitation Statements and any other documents or materials relating to the Consents is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, the Consent Solicitation Statement is for distribution only to persons who: (a) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”)); (b) are persons falling within Article 43 of the Order; (c) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Order; (d) are outside the United Kingdom; or (e) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of any securities may otherwise may lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). The Consent Solicitation Statement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which the Consent Solicitation Statement relates is available only to relevant persons and will be engaged in only with relevant persons. No part of the Consent Solicitation Statement should be published, reproduced, distributed or otherwise made available in whole or in part to any other person.
The making of the consent solicitation may be restricted by laws and regulations in some jurisdictions. Persons into whose possession the Consent Solicitation Statement comes must inform themselves about and observe these restrictions.
This release and the information contained herein are for information purposes only and do not constitute a prospectus or an offer to sell, or a solicitation of an offer to buy or subscribe for, any securities in the United States of America or in any other jurisdiction.
Any deadline by any intermediary of clearing system may be earlier than the deadlines specified in the Consent Solicitation Statement.
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For further information, please contact:
The Solicitation Agents:
Deutsche Bank Aktiengesellschaft
Mainzer Landstr. 11-17
60329 Frankfurt am Main
Germany
Attn: Liability Management Group
Tel: +44 207 545 8011
J.P. Morgan SE
Taunustor 1 (TaunusTurm)
60310 Frankfurt am Main
Germany
Attn: EMEA Liability Management Group
E-mail: liability_management_EMEA(at)jpmorgan.com
J.P. Morgan Securities LLC
383 Madison Avenue
New York, NY 10179
United States of America
Attn: Liability Management Group
Tel: +212 834-3046
The Tabulation and Information:
Kroll Issuer Services Limited
The News Building
3 London Bridge Street
London SE1 9SG
United Kingdom
Attn: David Shilson
E-mail: cheplapharm(at)is.kroll.com
Tel: +44 20 7704 0880