Haleon plc Form 6-K Summary
Business context and reporting period
Haleon plc filed a Form 6-K for October 2022, incorporating its October 31, 2022 press release announcing the expiration and results of exchange offers for seven series of notes issued in connection with its separation from GSK.
The transaction was a registered exchange of unregistered notes for notes of the same series and principal amount. The exchange notes are registered under the Securities Act and are expected to be listed on the New York Stock Exchange. The exchange offers were not a new financing or debt reduction transaction.
Debt exchange results and key financial metrics
| Issuer and notes | Original principal outstanding | Validly tendered and accepted |
|---|---|---|
| U.S. Issuer: six series due 2024, 2027, 2029, 2032 and 2052 | $7.000 billion | $6.922 billion |
| U.K. Issuer: 3.125% notes due 2025 | $1.750 billion | $1.399 billion |
| Total | $8.750 billion | $8.321 billion |
Approximately $429.3 million of principal amount was not tendered and accepted. The exchange notes retain substantially the same economic terms, including applicable interest rates and maturities, as the original notes.
The filing does not provide revenue, profit, cash flow, operating margin, liquidity, cash balance, leverage ratios or other operating performance metrics for the period.
Material changes versus the prior comparable period
- The filing does not present a comparable-period income statement or operating results.
- The principal change is legal and administrative: eligible holders exchanged original notes for registered notes of the same series.
- Transfer restrictions, special mandatory redemption provisions and registration rights applicable to the original notes will not apply to the exchange notes.
- Haleon’s Form F-4 registration statement was declared effective on October 27, 2022.
Guidance, outlook, risks and unusual items
- The exchange offers expired at 5:00 p.m. Eastern time on October 28, 2022. Settlement was expected promptly thereafter, on or about November 2, 2022.
- No financial guidance or operating outlook was provided in this filing.
- The transaction was subject to the terms and conditions in the prospectus and related exchange-offer documents.
- The notes are not intended for retail investors in the European Economic Area or the United Kingdom, subject to stated exemptions and distribution restrictions.
- Forward-looking statements may differ materially from actual results because of strategic, operating, financial, legal, regulatory, COVID-19 and other risks. Haleon specifically refers investors to the risk factors in the prospectus.
Important facts for investors to verify
- Confirm completion of the expected November 2, 2022 settlement and the final amount of exchange notes issued.
- Verify the listing status and trading liquidity of the registered exchange notes on the New York Stock Exchange.
- Review the prospectus for the detailed terms, covenants, redemption provisions and risk factors applicable to each note series.
- Confirm the amount of original notes that remained outstanding after the exchange.
- Use separate Haleon filings to assess operating performance, liquidity, leverage, cash flow and post-separation financial condition, as those metrics are not provided here.