Legal DealFolio - Axcan acquisition finance facility

Davis Polk advised Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated and other lead arrangers in connection with a $750 million covenant lite senior secured term loan facility, with a $500 million draw on the closing date and a $250 million second draw 30 days following the closing date, and a $115 million amended and extended revolving credit facility for Axcan Intermediate Holdings in connection with its tender offer under Dutch law for the outstanding shares of Eurand N.V. Initially the transaction included an offering of $445 million of senior secured notes that was subsequently replaced with an upsize to the term loan facility. Axcan Intermediate Holdings will use a portion of the proceeds of the credit facility to finance the tender offer and to redeem its outstanding secured notes. Eurand N.V. is a specialty pharmaceutical company that develops, manufactures and commercializes enhanced pharmaceutical and biopharmaceutical products based on its proprietary pharmaceutical technologies. Eurand N.V. has had six products approved by the FDA since 2001 and has a pipeline of product candidates in development for itself and its collaboration partners. Its technology platforms include bioavailability enhancement of poorly soluble drugs, custom release profiles and taste-masking/orally disintegrating tablet (ODT) formulations. Eurand is a global company with facilities in the United States and Europe. Axcan Holdings Inc., parent company of Axcan Intermediate Holdings Inc., is a leading global specialty pharmaceutical company privately held by TPG Capital, L.P. that is engaged in gastroenterology with clinical and commercial operations in the United States, the European Union and Canada. Axcan develops, markets and sells pharmaceutical products used in the treatment of a variety of gastrointestinal diseases and disorders. The Davis Polk financing team included partner Jason Kyrwood and associates Kenneth J. Steinberg and Xin Yu. The capital markets team included partner Michael Kaplan and associates Pavan Jawanda and Daniel N. Borlack (not yet admitted). The tax team included partners Neil Barr, Rachel D. Kleinberg (Menlo Park office) and Harry Ballan and associates Michael Bretholz and Niya Tang. The real estate team included counsel Susan D. Kennedy and associate Elina Khasina (not yet admitted). Partner Frank J. Azzopardi and associate Randy Samson provided intellectual property advice. Courtney J. Mitchell was the legal assistant on the transaction. All members of the Davis Polk team are based in the New York office unless otherwise noted.

Deal Date:	11-02-2011	Practice Area:	International Finance and Bank Credit
Deal Title:	Axcan acquisition finance facility	Industry:	Pharmaceuticals & Biotechnology
Description:	Davis Polk advised Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated and other lead arrangers in connection with a $750 million covenant lite senior secured term loan facility, with a $500 million draw on the closing date and a $250 million second draw 30 days following the closing date, and a $115 million amended and extended revolving credit facility for Axcan Intermediate Holdings in connection with its tender offer under Dutch law for the outstanding shares of Eurand N.V. Initially the transaction included an offering of $445 million of senior secured notes that was subsequently replaced with an upsize to the term loan facility. Axcan Intermediate Holdings will use a portion of the proceeds of the credit facility to finance the tender offer and to redeem its outstanding secured notes. Eurand N.V. is a specialty pharmaceutical company that develops, manufactures and commercializes enhanced pharmaceutical and biopharmaceutical products based on its proprietary pharmaceutical technologies. Eurand N.V. has had six products approved by the FDA since 2001 and has a pipeline of product candidates in development for itself and its collaboration partners. Its technology platforms include bioavailability enhancement of poorly soluble drugs, custom release profiles and taste-masking/orally disintegrating tablet (ODT) formulations. Eurand is a global company with facilities in the United States and Europe. Axcan Holdings Inc., parent company of Axcan Intermediate Holdings Inc., is a leading global specialty pharmaceutical company privately held by TPG Capital, L.P. that is engaged in gastroenterology with clinical and commercial operations in the United States, the European Union and Canada. Axcan develops, markets and sells pharmaceutical products used in the treatment of a variety of gastrointestinal diseases and disorders. The Davis Polk financing team included partner Jason Kyrwood and associates Kenneth J. Steinberg and Xin Yu. The capital markets team included partner Michael Kaplan and associates Pavan Jawanda and Daniel N. Borlack (not yet admitted). The tax team included partners Neil Barr, Rachel D. Kleinberg (Menlo Park office) and Harry Ballan and associates Michael Bretholz and Niya Tang. The real estate team included counsel Susan D. Kennedy and associate Elina Khasina (not yet admitted). Partner Frank J. Azzopardi and associate Randy Samson provided intellectual property advice. Courtney J. Mitchell was the legal assistant on the transaction. All members of the Davis Polk team are based in the New York office unless otherwise noted.
Financial Center:	New York	Value:	0.00-100.00
Advised Party:	Lender	Law Firm	Davis Polk
Borrower Jurisdiction:	Netherlands	Lender Jurisdiction:	United States
Classification:	Acquisition Finance Private Company Acquisition	Lawyer	Jason Kyrwood

Practice Areas -

International Finance and Bank Credit Law Firms and Lawyers

Practice Areas - International Finance and Bank Credit Law Firms and Lawyers