Haleon plc Form 6-K Summary
Business context and reporting period
Haleon plc filed a Form 6-K for September 2022, dated September 29, 2022. The filing concerns exchange offers related to notes issued before Haleon’s separation from GSK. Haleon is a global consumer-health company operating across approximately 170 markets with more than 22,000 employees.
Exchange offers and key terms
Haleon commenced seven separate offers to exchange outstanding unregistered notes issued by GSK Consumer Healthcare Capital US LLC and GSK Consumer Healthcare Capital UK plc for registered notes of the same series.
- Exchange consideration is a like principal amount of registered notes.
- The exchange notes have substantially identical terms to the original notes.
- Transfer restrictions, special mandatory redemption provisions and registration rights applicable to the original notes will not apply to the exchange notes.
- The exchange notes are expected to be listed on the New York Stock Exchange.
- The filing states that there will be no change in the nominal amount outstanding or the principal terms of the notes, except for the specified registration-related changes.
| Issuer | Original note series | Maturity |
|---|---|---|
| US Issuer | 3.024% callable fixed rate; callable floating rate; 3.375% fixed rate; 3.625% fixed rate; 4.000% fixed rate | 2024, 2027, 2029, 2032 and 2052 |
| UK Issuer | 3.125% fixed rate | 2025 |
The exchange offers expire at 5:00 p.m. Eastern time on October 28, 2022, unless extended or terminated earlier. Settlement was expected promptly after expiration, anticipated on November 2, 2022. A Form F-4 registration statement was filed with the SEC on September 29, 2022 but had not yet been declared effective as of the filing date.
Financial metrics and changes versus the prior period
The filing is a financing and securities-related announcement and does not provide revenue, profit, cash flow, margin, debt balance, liquidity, leverage or other operating financial metrics. It does not present a comparable prior-period financial statement or quantify a material change versus a prior period.
The principal transaction change is administrative and legal: eligible holders may exchange privately placed, unregistered notes for registered notes with substantially the same economic terms and principal amount.
Outlook, risks and contingencies
- Completion is subject to the conditions in the prospectus and accompanying letter of transmittal, including valid tender, lack of valid withdrawal and acceptance by the relevant issuer and Haleon.
- Haleon may extend or terminate an offer. If terminated, tendered notes will be returned and notes blocked in DTC will be released.
- Intermediary and clearing-system deadlines may be earlier than the deadlines stated in the exchange documents.
- The registration statement was not yet effective at the filing date, creating a procedural condition for issuance of the registered exchange notes.
- The notes are not intended for retail investors in the European Economic Area or the United Kingdom and are subject to applicable securities-law distribution restrictions.
- The announcement contains forward-looking statements regarding the exchange transaction, Haleon’s future performance and financial condition. Actual results may differ because of risks described in the prospectus, including COVID-19-related impacts and other factors beyond Haleon’s control.
Investor verification checklist
- Verify the final Form F-4 registration statement, prospectus, effectiveness date and definitive exchange-offer terms.
- Confirm the percentage and principal amount of each note series validly tendered and accepted.
- Confirm whether the expected November 2, 2022 settlement occurred and whether the exchange notes were listed on the NYSE.
- Review the original and exchange note terms for any differences beyond the registration, transfer-restriction and redemption provisions described in the filing.
- Review the prospectus risk factors and Haleon’s subsequent filings for debt, liquidity and post-demerger financial information, which are not provided in this Form 6-K.