Obligation Allergan Funding SCS 4.55% ( US00507UAT88 ) en USD

Allergan Funding SCS

85.089 % ▼

Luxembourg

US00507UAT88 ( en USD )

4.55% par an ( paiement semestriel )

14/03/2035

Prospectus brochure de l'obligation Allergan Funding SCS US00507UAT88 en USD 4.55%, échéance 14/03/2035

2 000 USD

2 500 000 000 USD

00507UAT8

N/A

15/09/2024 ( Dans 142 jours )

L'Obligation émise par Allergan Funding SCS ( Luxembourg ) , en USD, avec le code ISIN US00507UAT88, paye un coupon de 4.55% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/03/2035

Prospectus Supplement
424B2 1 d878672d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
CALCULATION OF REGISTRATION FEE

Proposed
Proposed
Amount
Maximum
Maximum
Title of Each Class of
to be
Offering Price
Aggregate
Amount of
Securities to be Registered

Registered

per Security

Offering Price

Registration Fee (1)
Floating Rate Notes due 2016

$500,000,000
100.000%
$500,000,000
$58,100.00
1.850% Notes due 2017

$1,000,000,000
99.954%
$999,540,000
$116,146.55
2.350% Notes due 2018

$3,000,000,000
99.951%
$2,998,530,000
$348,429.19
Floating Rate Notes due 2018

$500,000,000
100.000%
$500,000,000
$58,100.00
3.000% Notes due 2020

$3,500,000,000
99.995%
$3,499,825,000
$406,679.67
Floating Rate Notes due 2020

$500,000,000
100.000%
$500,000,000
$58,100.00
3.450% Notes due 2022

$3,000,000,000
99.858%
$2,995,740,000
$348,104.99
3.800% Notes due 2025

$4,000,000,000
99.645%
$3,985,800,000
$463,149.96
4.550% Notes due 2035

$2,500,000,000
99.570%
$2,489,250,000
$289,250.85
4.750% Notes due 2045

$2,500,000,000
99.477%
$2,486,925,000
$288,980.69
Warner Chilcott Limited Guarantee (2)

--

--

--

--
Actavis Capital S.à r.l Guarantee (2)

--

--

--

--
Actavis, Inc. Guarantee (2)

--

--

--

--
Total

$21,000,000,000
--

$20,955,610,000
$2,435,041.88

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended. This "Calculation of Registration Fee" table shall be deemed to update the "Calculation of
Registration Fee" table in our Registration Statement on Form S-3 (File No. 333-202168).

(2)
Pursuant to Rule 457(n) under the Securities Act of 1933, as amended, no separate fee for the guarantee is payable.
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-202168-01
333-202168-02
333-202168-03
333-202168-04
Prospe c t us supple m e nt
(T o prospe c t us da t e d Fe brua ry 1 9 , 2 0 1 5 )
$21,000,000,000

Ac t a vis Funding SCS

$500,000,000 Floating Rate Notes due 2016
$500,000,000 Floating Rate Notes due 2020
$1,000,000,000 1.850% Notes due 2017
$3,000,000,000 3.450% Notes due 2022
$3,000,000,000 2.350% Notes due 2018
$4,000,000,000 3.800% Notes due 2025
$500,000,000 Floating Rate Notes due 2018
$2,500,000,000 4.550% Notes due 2035
$3,500,000,000 3.000% Notes due 2020
$2,500,000,000 4.750% Notes due 2045
Gua ra nt e e d by Wa rne r Chilc ot t Lim it e d, Ac t a vis Ca pit a l S.à r.l. a nd Ac t a vis, I nc .
Actavis Funding SCS, a limited partnership (société en commandite simple) organized under the laws of the Grand Duchy of Luxembourg ("Actavis SCS" or "we") and an indirect wholly-owned subsidiary of Actavis plc,
is offering its Floating Rate Notes due 2016 (the "2016 floating rate notes"), Floating Rate Notes due 2018 (the "2018 floating rate notes"), Floating Rate Notes due 2020 (the "2020 floating rate notes" and, collectively
with the 2016 floating rate notes and the 2018 floating rate notes, the "floating rate notes"), 1.850% Notes due 2017 (the "2017 notes"), 2.350% Notes due 2018 (the "2018 notes"), 3.000% Notes due 2020 (the "2020
notes"), 3.450% Notes due 2022 (the "2022 notes"), 3.800% Notes due 2025 (the "2025 notes"), 4.550% Notes due 2035 (the "2035 notes") and 4.750% Notes due 2045 (the "2045 notes" and, collectively with the
other fixed rate notes listed above, the "fixed rate notes"). We refer to the floating rate notes and the fixed rate notes together as the "notes". The 2016 floating rate notes, 2018 floating rate notes and 2020 floating
rate notes will bear interest at a floating rate equal to three-month LIBOR plus 0.875%, 1.080% and 1.255% per annum, respectively. Interest on the 2016 floating rate notes will be payable quarterly on March 1, June
1, September 1 and December 1 of each year, beginning on June 1, 2015. Interest on the 2018 floating rate notes and the 2020 floating rate notes will be payable quarterly on March 12, June 12, September 12 and
December 12 of each year, beginning on June 12, 2015. Interest on the 2017 notes will be payable semiannually on March 1 and September 1 of each year, beginning on September 1, 2015. Interest on the 2018
notes and the 2020 notes will be payable semiannually on March 12 and September 12 of each year, beginning on September 12, 2015. Interest on the 2022 notes, the 2025 notes, the 2035 notes and the 2045 notes
will be payable semiannually on March 15 and September 15 of each year, beginning on September 15, 2015. The notes will be issued only in minimum denominations of $2,000 and increments of $1,000 in excess
thereof. The notes will be fully and unconditionally guaranteed by our indirect parents, Warner Chilcott Limited ("Warner Chilcott") and Actavis Capital S.à r.l. ("Actavis Capital"), and by Actavis, Inc. ("Actavis, Inc." and,
together with Warner Chilcott and Actavis Capital, the "guarantors"), a subsidiary of Actavis Capital, on an unsecured and unsubordinated basis. Actavis plc will not guarantee the notes.
We intend to use the net proceeds of this offering, together with the net proceeds of Actavis plc's recent equity offerings and the other Debt Financing (as defined herein) to finance Actavis plc's pending acquisition of
Allergan, Inc. ("Allergan") (as described herein), and to pay related fees and expenses. The completion of this offering is not contingent on the acquisition of Allergan, which, if completed, will occur subsequent to the
closing of this offering. In the event that the acquisition is not completed on or before November 30, 2015 at 5:00 p.m. (New York City time), or, if prior to such time, the Merger Agreement (as defined herein) is
terminated, we will be required to redeem all of the outstanding notes pursuant to a special mandatory redemption at a redemption price equal to 101% of the aggregate principal amount of the notes plus accrued and
unpaid interest to but excluding the special mandatory redemption date on the notes as described under the caption "Description of the notes--Special mandatory redemption."
I nve st ing in t he not e s involve s risk s. Se e "Risk fa c t ors" be ginning on pa ge S -2 1 of t his prospe c t us supple m e nt a nd pa ge 8 of t he a c c om pa nying prospe c t us.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or determined that this prospectus supplement or the accompanying prospectus is
accurate or complete. Any representation to the contrary is a criminal offense.

Public offe ring pric e (1 )
U nde rw rit ing disc ount
Proc e e ds t o Ac t a vis Funding SCS(2 )
Per 2016 floating rate note

100.000%

0.300%

99.700%
Total

$
500,000,000
$
1,500,000
$
498,500,000
Per 2017 note

99.954%

0.350%

99.604%
Total

$
999,540,000
$
3,500,000
$
996,040,000
Per 2018 note

99.951%

0.450%

99.501%
Total

$
2,998,530,000
$
13,500,000
$
2,985,030,000
Per 2018 floating rate note

100.000%

0.450%

99.550%
Total

$
500,000,000
$
2,250,000
$
497,750,000
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Prospectus Supplement
Per 2020 note

99.995%

0.600%

99.395%
Total

$
3,499,825,000
$
21,000,000
$
3,478,825,000
Per 2020 floating rate note

100.000%

0.600%

99.400%
Total

$
500,000,000
$
3,000,000
$
497,000,000
Per 2022 note

99.858%

0.625%

99.233%
Total

$
2,995,740,000
$
18,750,000
$
2,976,990,000
Per 2025 note

99.645%

0.650%

98.995%
Total

$
3,985,800,000
$
26,000,000
$
3,959,800,000
Per 2035 note

99.570%

0.875%

98.695%
Total

$
2,489,250,000
$
21,875,000
$
2,467,375,000
Per 2045 note

99.477%

0.875%

98.602%
Total

$
2,486,925,000
$
21,875,000
$
2,465,050,000

Total

$
20,955,610,000
$
133,250,000
$
20,822,360,000
(1) Plus accrued interest, if any, from March 12, 2015.
(2) Before deducting expenses payable by us related to this offering, estimated at $10 million.
The notes are new issues of securities with no established trading market. We do not intend to apply for a listing of the notes on any securities exchange or any automated dealer quotation system.
The underwriters expect to deliver the notes to purchasers through the book-entry delivery system of The Depository Trust Company ("DTC") and its direct and indirect participants, including Clearstream Banking, S.A.
Luxembourg ("Clearstream") and Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear"), on or about March 12, 2015.
Joint book-running managers

J .P. M orga n
M izuho Se c urit ie s
We lls Fa rgo Se c urit ie s
(All not e s)

(All not e s)

(All not e s)
Ba rc la ys
BN P PARI BAS
H SBC
(2 0 2 5 not e s, 2 0 3 5 not e s)

(2 0 2 0 floa t ing ra t e not e s, 2 0 2 0 not e s, 2 0 2 2 not e s)

(2 0 2 5 not e s, 2 0 4 5 not e s)
M U FG
RBS
SM BC N ik k o
T D Se c urit ie s
(2 0 1 6 floa t ing ra t e not e s,
(2 0 1 8 floa t ing ra t e not e s,
(2 0 1 6 floa t ing ra t e not e s, 2 0 1 7 not e s,
(2 0 1 8 floa t ing ra t e not e s,
2 0 1 7 not e s, 2 0 2 2 not e s, 2 0 4 5 not e s)

2 0 1 8 not e s)

2 0 2 0 floa t ing ra t e not e s, 2 0 2 0 not e s)

2 0 1 8 not e s, 2 0 3 5 not e s)
Co-Managers*

Ba rc la ys

BN P PARI BAS

H SBC

M U FG

RBS

SM BC N ik k o

T D Se c urit ie s
AN Z Se c urit ie s
Cit igroup

DN B M a rk e t s

Lloyds Se c urit ie s

Sc ot ia ba nk

M orga n St a nle y

BBV A
Cre dit Agric ole CI B
Fift h T hird Se c urit ie s

PN C Ca pit a l M a rk e t s LLC

Sa nt a nde r

Ac a de m y Se c urit ie s

Bla yloc k Be a l V a n, LLC

Dre x e l H a m ilt on
Le be nt ha l Ca pit a l M a rk e t s

M isc hle r Fina nc ia l Group, I nc .

Ra m ire z & Co., I nc .

T he Willia m s Ca pit a l Group, L.P.

Sie be rt Ca pit a l M a rk e t s
The date of this prospectus supplement is March 3, 2015
Table of Contents
(continued from cover page)
The notes will be our unsecured and unsubordinated obligations and will rank equally in right of payment with all of our and the guarantors' other unsecured and unsubordinated indebtedness from time to time
outstanding. See "Description of the notes --Ranking."
We may redeem the fixed rate notes, in whole or in part, at any time or from time to time at the applicable redemption prices described under the heading "Description of the notes--Optional redemption" in this
prospectus supplement. Upon the occurrence of a Change of Control Triggering Event (as defined herein), each holder of the notes will have the right to require us to purchase all or a portion of such holder's notes at
a price equal to 101% of the aggregate principal amount of such notes, plus accrued and unpaid interest to but excluding the date of purchase.

(*) Co-managers that are listed above as joint book-running managers for a particular series of notes are not also co-managers for that series.
Table of Contents
T a ble of c ont e nt s

Prospe c t us supple m e nt

About this prospectus supplement

S-1
Where you can find more information

S-1
Incorporation of certain documents by reference

S-3
Cautionary note regarding forward-looking statements

S-4
Summary

S-7
The offering

S-14
Summary historical and pro forma financial data

S-19
Risk factors

S-21
Use of proceeds

S-34
Capitalization

S-35
Unaudited pro forma combined financial information

S-37
Description of the notes

S-55
Certain United States federal tax considerations

S-74
Certain Luxembourg tax considerations

S-78
Underwriting

S-83
Legal matters

S-88
Prospe c t us

About this prospectus

4
Where you can find more information

4
Incorporation of certain documents by reference

5
Company overview

7
Risk factors

8
Cautionary note regarding forward looking statements

8
Ratio of earnings to fixed charges and ratio of earnings to combined fixed charges and preferred dividends

11
Use of proceeds

12
Description of Actavis Funding SCS debt securities

13
Description of Actavis share capital

37
Description of Actavis ordinary shares

38
Description of Actavis serial preferred shares

43
Description of Actavis depositary shares

45
Description of Actavis ordinary share warrants

46
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Prospectus Supplement
Description of Actavis ordinary share purchase contracts and ordinary share purchase units

47
Plan of distribution

48
Legal matters

50
Experts

50
Enforcement of civil liability under United States federal securities laws

51
Certain insolvency considerations under Luxembourg law

52
We a re re sponsible for t he inform a t ion c ont a ine d a nd inc orpora t e d by re fe re nc e in t his prospe c t us supple m e nt , t he a c c om pa nying
prospe c t us a nd in a ny re la t e d fre e w rit ing prospe c t us w e pre pa re or a ut horize . We ha ve not , a nd t he unde rw rit e rs ha ve not , a ut horize d
a nyone t o provide you w it h a ny ot he r inform a t ion, a nd w e a nd t he unde rw rit e rs t a k e no re sponsibilit y for a ny ot he r inform a t ion t ha t
ot he rs m a y give you. N e it he r w e nor t he unde rw rit e rs a re m a k ing a n offe r t o se ll t he se se c urit ie s in a ny jurisdic t ion w he re t he offe r or
sa le is not pe rm it t e d. Y ou should not a ssum e t ha t t he inform a t ion c ont a ine d or inc orpora t e d by re fe re nc e in t his prospe c t us supple m e nt ,
t he a c c om pa nying prospe c t us or in a ny re la t e d fre e w rit ing prospe c t us is a c c ura t e a s of a ny da t e ot he r t ha n t he da t e of t he doc um e nt
c ont a ining suc h inform a t ion.

i
Table of Contents
About t his prospe c t us supple m e nt
This document is in two parts. The first part is this prospectus supplement, which describes certain matters relating to us and this offering of the notes and also adds
to and updates information contained in the accompanying prospectus and the documents incorporated by reference into the accompanying prospectus. The second
part, the accompanying prospectus, dated February 19, 2015, gives more general information about us and the securities we may offer from time to time under our
shelf registration statement, some of which may not apply to this offering of the notes. If the description of this offering of the notes in the accompanying prospectus is
different from the description in this prospectus supplement, you should rely on the information contained in this prospectus supplement.
You should read this prospectus supplement, the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the
accompanying prospectus in their entirety, including the additional information described under "Where you can find more information" and "Incorporation of certain
documents by reference" in this prospectus supplement before deciding whether to invest in the notes offered by this prospectus supplement.
You should not consider any information in this prospectus supplement or the accompanying prospectus to be investment, legal or tax advice. You should consult your
own counsel, accountants and other advisers for legal, tax, business, financial and related advice regarding the purchase of the notes offered by this prospectus
supplement.
Unless indicated otherwise, or the context otherwise requires, references in this document to "Actavis SCS," "issuer," "we," "us," and "our" are to Actavis Funding SCS,
references to "the Company" are to Actavis plc and its consolidated subsidiaries and references to "Actavis plc" are only to Actavis plc and not any of its subsidiaries.
References to "dollars" and "$" are to United States dollars.
T ra de m a rk s a nd t ra de na m e s
This prospectus supplement contains references to our trademarks and service marks and to those belonging to other entities. Solely for convenience, trademarks and
trade names referred to in this prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that we will not
assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or
display of other companies' trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.
Whe re you c a n find m ore inform a t ion
This prospectus supplement is part of a registration statement on Form S-3 filed with the Securities and Exchange Commission (the "SEC") (Reg. No. 333-202168)
using a "shelf" registration process under the Securities Act of 1933, as amended (the "Securities Act"), relating to the securities to be offered in this offering. This
prospectus supplement does not contain all of the information set forth in the registration statement, certain parts of which are omitted in accordance with the rules
and regulations of the SEC. For further information with respect to us, the guarantors and the securities offered hereby, reference is hereby made to the registration
statement. The registration statement, including the exhibits thereto, may be inspected at the Public Reference Room maintained by the SEC at the address set forth
below. Statements contained herein concerning any document filed as an exhibit are not necessarily complete, and, in each instance, reference is made to the copy of
such document filed as an exhibit to the registration statement. Each such statement is qualified in its entirety by such reference.

S-1
Table of Contents
Actavis plc and Warner Chilcott, our indirect parent companies, and Allergan each file annual, quarterly and current reports and other information with the SEC. Actavis
SCS, the issuer of the notes, and Actavis Capital and Actavis, Inc., together with Warner Chilcott, the guarantors on the notes, are wholly-owned indirect subsidiaries
of Actavis plc. Actavis SCS, Actavis Capital and Actavis, Inc. are also wholly-owned indirect subsidiaries of Warner Chilcott. Actavis SCS, Actavis Capital and Actavis,
Inc. are exempt from separate SEC information reporting requirements. You may read and copy reports and other information that each of Actavis plc, Warner Chilcott
and Allergan file with the SEC at the public reference facilities maintained by the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC
at 1-800-SEC-0330 for more information on the public reference rooms. The SEC also maintains an Internet site at http://www.sec.gov from which you can access
Actavis plc's, Warner Chilcott's and Allergan's filings. The information contained on the SEC's website is not incorporated by reference into this prospectus supplement
or the accompanying prospectus and should not be considered to be part of the prospectus supplement or accompanying prospectus except as described in this
section or in the Incorporation of certain documents by reference section. See "Description of the notes--Certain covenants--Reports to holders" on page S-64 of this
prospectus supplement for information about the reports and other information that Warner Chilcott is required to furnish to holders of notes and how those obligations
may be satisfied.

S-2
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Prospectus Supplement
Table of Contents
I nc orpora t ion of c e rt a in doc um e nt s by re fe re nc e
The rules of the SEC allow us to "incorporate by reference" information into this prospectus supplement, which means that we can disclose important information to you
by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this prospectus supplement.
Information in this prospectus supplement supersedes information incorporated by reference from documents filed with the SEC prior to the date of this prospectus
supplement, while information that we file later with the SEC will automatically update and supersede information contained in or previously incorporated by reference
into this prospectus supplement and the accompanying prospectus. This prospectus supplement and the accompanying prospectus incorporate by reference the
documents that our parent companies, Actavis plc and Warner Chilcott, and Allergan have previously filed with the SEC. These documents contain important
information about Actavis plc, Warner Chilcott and Allergan, respectively. The accompanying prospectus incorporates by reference certain documents that Actavis plc,
Warner Chilcott and Allergan, as well as certain predecessor companies of the Company and certain of its subsidiaries, have filed with the SEC.
See "Incorporation of certain documents by reference" in the accompanying prospectus. This prospectus supplement and the accompanying prospectus incorporate by
reference any future filings other than information furnished pursuant to Item 2.02 or Item 7.01 of a Current Report on Form 8-K, that Actavis plc, Warner Chilcott and
Allergan make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on or after the date of
this prospectus supplement and before the termination of the offering of the securities covered by this prospectus supplement.
We encourage you to read Actavis plc's, Warner Chilcott's and Allergan's periodic and current reports, as they provide additional information about each of them that
prudent investors find important. You can obtain a copy of Actavis plc's and Warner Chilcott's filings at no cost on Actavis plc's website, http://www.actavis.com under
the "Investors" link, then under the heading "Financial Information" and then under the subheading "SEC Filings." You can obtain a copy of Allergan's filings on its
website, http://www.allergan.com. You can also obtain a copy of Actavis plc's or Warner Chilcott's filings at no cost by writing to our administrative headquarters, calling
or emailing the following address, phone number and email address:
Actavis plc
Morris Corporate Center III
400 Interpace Parkway
Parsippany, New Jersey 07054
Attn: Investor Relations
(862) 261-7000
[email protected]
The information contained on or that can be accessed through Actavis plc's website or Allergan's website is not incorporated in, and is not part of, this prospectus
supplement, the accompanying prospectus or the registration statement, and you should not rely on that information in making your investment decision unless that
information is also in this prospectus supplement or the accompanying prospectus or has been expressly incorporated by reference into this prospectus supplement or
the accompanying prospectus. Please note that we have included Actavis plc's website address and Allergan's website address in this prospectus supplement solely
as an inactive textual reference.

S-3
Table of Contents
Ca ut iona ry not e re ga rding forw a rd-look ing st a t e m e nt s
Any statements contained in this prospectus supplement, the accompanying prospectus and the information incorporated by reference herein and therein that refer to
the Company's estimated or anticipated future results or other non-historical facts are "forward-looking statements" (within the meaning of the Private Securities
Litigation Reform Act of 1995) that reflect the Company's current perspective of existing trends and information as of the date of the relevant document.
Forward-looking statements generally will be accompanied by words such as "anticipate," "believe," "plan," "could," "should," "future," "estimate," "expect," "forecast,"
"outlook," "guidance," "intend," "may," "might," "will," "possible," "potential," "predict," "project," "targets," or other similar words, phrases or expressions. It is important to
note that the Company's goals and expectations are not predictions of actual performance. Actual results may differ materially from the Company's current expectations
depending upon a number of factors affecting the Company's and our businesses. These factors include, among others:

· the Company's ability to successfully develop and commercialize new products;

· the Company's ability to conform to regulatory standards and receive requisite regulatory approvals;

· availability of raw materials and other key ingredients;

· uncertainty and costs of legal actions and government investigations;

· the inherent uncertainty associated with financial projections;

· fluctuations in the Company's operating results and financial condition, particularly given its manufacturing and sales of branded and generic products;

· risks associated with acquisitions, mergers and joint ventures, such as difficulties integrating businesses, uncertainty associated with financial projections, projected
synergies, restructuring, increased costs, and adverse tax consequences;

· the adverse impact of substantial debt and other financial obligations on the ability to fulfill and/or refinance debt obligations;

· risks associated with relationships with employees, vendors or key customers as a result of acquisitions of businesses, technologies or products;

· the Company's compliance with federal and state healthcare laws, including laws related to fraud, abuse, privacy security;

· risks of the generic industry generally;

· generic product competition with the Company's branded products;

· uncertainty associated with the development of commercially successful branded pharmaceutical products;

· uncertainty associated with development and approval of commercially successful biosimilar products;

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Prospectus Supplement
·
costs and efforts to defend or enforce technology rights, patents or other intellectual property;

· expiration of the Company's patents on its branded products and the potential for increased competition from generic manufacturers;

· risks associated with owning the branded and generic version of a product;

· competition between branded and generic products;

S-4
Table of Contents
· the ability of branded product manufacturers to limit the production, marketing and use of generic products;

· the Company's ability to obtain and afford third-party licenses and proprietary technology it needs;

· the Company's potential infringement of others' proprietary rights;

· the Company's dependency on third-party service providers and third-party manufacturers and suppliers that in some cases may be the only source of finished
products or raw materials that it needs;

· the Company's competition with certain of its significant customers;

· the impact of the Company's returns, allowance and chargeback policies on its future revenue;

· successful compliance with governmental regulations applicable to the Company's and its third party providers' facilities, products and/or businesses;

· the difficulty of predicting the timing or outcome of product development efforts and regulatory agency approvals or actions, if any;

· the Company's vulnerability to and ability to defend against product liability claims and obtain sufficient or any product liability insurance;

· the Company's ability to retain qualified employees and key personnel;

· the effect of intangible assets and resulting impairment testing and impairment charges on the Company's financial condition;

· the Company's ability to obtain additional debt or raise additional equity on terms that are favorable to the Company;

· difficulties or delays in manufacturing;

· the Company's ability to manage environmental liabilities;

· global economic conditions;

· the Company's ability to continue foreign operations in countries that have deteriorating political or diplomatic relationships with the United States;

· the Company's ability to continue to maintain global operations;

· risks associated with tax liabilities, or changes in U.S. federal or international tax laws to which the Company and its affiliates are subject, including the risk that the
Internal Revenue Service disagrees that the Company is a foreign corporation for U.S. federal tax purposes;

· risks of fluctuations in foreign currency exchange rates;

· risks associated with cyber-security and vulnerability of the Company's information and employee, customer and business information that it stores digitally;

· the Company's ability to maintain internal control over financial reporting;

· changes in the laws and regulations, affecting among other things, availability, pricing and reimbursement of pharmaceutical products;

· the highly competitive nature of the pharmaceutical industry;

· the Company's ability to successfully navigate consolidation of its distribution network and concentration of its customer base;

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· the difficulty of predicting the timing or outcome of pending or future litigation or government investigations;

· developments regarding products once they have reached the market; and

· other risks and uncertainties including those discussed in "Risk factors" in this prospectus supplement, the accompanying prospectus and the documents
incorporated by reference in this prospectus supplement.
When considering these forward-looking statements, you should keep in mind the cautionary statements in this prospectus supplement, the accompanying prospectus
and the documents incorporated by reference herein and therein. Additional information concerning factors that could cause actual results to differ materially from those
in forward-looking statements include those discussed under "Risk factors" beginning on page S-21 of this prospectus supplement and page 8 of the accompanying
prospectus, in "Cautionary note regarding forward-looking statements" beginning on page 8 of the accompanying prospectus and in Actavis plc's, Warner Chilcott's and
Allergan's periodic reports referred to in "Where you can find more information" above, including the risk factors summarized and included in Actavis plc's and Warner
Chilcott's Annual Report on Form 10-K for the year ended December 31, 2014 and Allergan's Annual Report on Form 10-K for the year ended December 31, 2014.
We do not undertake any responsibility to release publicly any revisions to these forward-looking statements to take into account events or circumstances that occur
after the date of this prospectus. Additionally, we do not undertake any responsibility to update you on the occurrence of any unanticipated events, which may cause
actual results to differ from those expressed or implied by these forward-looking statements.

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Sum m a ry
This summary highlights information contained elsewhere in this prospectus supplement and does not contain all of the information you should consider in making
your investment decision. You should carefully read the entire prospectus supplement and accompanying prospectus and the information included or incorporated
or deemed to be incorporated by reference herein and therein, including the section entitled "Risk factors" included in this prospectus supplement and the
consolidated financial statements and the accompanying notes incorporated by reference in this prospectus supplement, before making an investment decision.
About Ac t a vis plc
The Company is a global specialty pharmaceutical company engaged in the development, manufacturing, marketing, and distribution of generic, branded generic,
brand name ("brand"), biosimilar and over-the-counter ("OTC") pharmaceutical products. The Company also develops and out-licenses generic pharmaceutical
products primarily in Europe through its Medis third-party business. Actavis SCS, a wholly-owned indirect subsidiary of Actavis plc and of Warner Chilcott, one of
the gurantors of the notes, is a limited partnership (société en commandite simple) organized under the laws of the Grand Duchy of Luxembourg, having its
registered office at 46A, avenue J.F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and
Companies under number B187.310, having a share capital of $20,000.
The Company has operations in more than 60 countries throughout North America (U.S., Canada and Puerto Rico) and the rest of world. The U.S. remains its
largest commercial market and represented more than half of its total net revenues for each of 2014, 2013 and 2012. As of December 31, 2014, the Company
marketed approximately 250 generic pharmaceutical product families and approximately 80 brand pharmaceutical product families in the U.S. and distributed
approximately 12,650 stockkeeping units through its Anda Distribution segment.
As a result of the differences between the types of products the Company markets and/or distributes and the methods by which it distributes these products, the
Company operates and manages its business in three distinct operating segments: North American Brands, North American Generics and International and Anda
Distribution.
The Company's North American Brands business is focused on maintaining a leading position within North America, and in particular, the U.S. market. The
Company markets its brand products through its active sales professionals in North America. The Company's sales and marketing efforts focus on general and
specialty physicians who specialize in the diagnosis and treatment of particular medical conditions. Each group offers products to satisfy the unique needs of
these physicians. The Company believes this focused sales and marketing approach enables it to foster close professional relationships with specialty physicians,
as well as cover the primary care physicians who also prescribe in selected therapeutic areas. The Company believes that the current structure of sales
professionals is very adaptable to the additional products it plans to add to its brand portfolio. Key therapeutic areas of focus for this segment include:

· Central nervous system ("CNS"). Key products include the Namenda franchise for dementia and Viibryd® for major depressive disorders.

· Women's health and urology. Key products include Lo Loestrin® Fe oral contraceptive, Minastrin® 24 Fe oral contraceptive and Estrace® Cream for relief
from menopausal symptoms.

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· Gastroenterology ("GI"). Key products include Linzess® for irritable bowel syndrome and Asacol® HD/Delzicol® for ulcerative colitis.

· Cardiovascular. Key products include Bystolic® for hypertension.
The Company's North American Generics and International business is focused on maintaining a leading position within both the North American, and in
particular, the U.S. market and its key international markets and strengthening its global position by offering a consistent and reliable supply of quality brand and
generic products. The Company's strategy in the U.S. is to develop pharmaceuticals that are difficult to formulate or manufacture or will complement or broaden
its existing product lines. Internationally, the Company seeks to grow its market share in key markets while expanding its presence in new markets. The Company
plans to accomplish this through new product launches, filing existing products overseas and in-licensing products through acquisitions and strategic alliances. In
the U.S., the Company predominantly markets its generic products to various drug wholesalers, mail order, government and national retail drug and food store
chains utilizing a small team of sales and marketing professionals. The Company also develops and out-licenses generic pharmaceutical products through its
Medis third party business.
The Company's Anda Distribution segment distributes generic and brand pharmaceutical products manufactured by third parties, as well as by the Company,
primarily to independent pharmacies, pharmacy chains, pharmacy buying groups and physicians' offices. Sales are principally generated through the Company's
national accounts relationships, an in-house telemarketing staff and through internally developed ordering systems. The Company believes that it is able to
effectively compete in the distribution market, and therefore optimize its market share, based on competitive pricing, high levels of inventory for responsive
customer service that includes next day delivery to the entire U.S., and well-established relationships with its customers, supplemented by electronic ordering
capabilities. The Company is the only U.S. pharmaceutical company that has meaningful distribution operations with direct access to independent pharmacies.
The Company devotes significant resources to the research and development ("R&D") of brand products, generic products, biosimilars and proprietary drug
delivery technologies. The Company conducts R&D through a network of more than 20 global R&D centers. The Company is presently developing a number of
products through a combination of internal and collaborative programs. As of December 31, 2014, the Company is developing a number of brand products, some
of which utilize novel drug-delivery systems, through a combination of internal and collaborative programs, and it had more than 200 Abbreviated New Drug
Applications on file in the U.S. The Company's R&D strategy focuses on the following product development areas:

· Application of proprietary drug-delivery technology for new product development in specialty areas;

· Acquisition of mid-to-late development-stage brand drugs and biosimilars;

· Off-patent drugs that are difficult to develop or manufacture, or that complement or broaden the Company's existing product lines; and

· Development of sustained-release, semi-solid, liquid, oral transmucosal, transdermal, gel, injectable and other drug delivery technologies and the application of
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these technologies to proprietary drug forms.

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T he Alle rga n a c quisit ion
On November 17, 2014, Actavis plc and Allergan announced a definitive agreement (the "Merger Agreement") under which Actavis plc will acquire Allergan for a
combination of $129.22 in cash (the "Cash Consideration Portion") and 0.3683 Actavis plc ordinary shares for each share of Allergan common stock (the
"Acquisition"). Based on the closing price of Actavis plc's shares on November 14, 2014, the transaction was valued at approximately $66.0 billion. The
transaction is expected to close in the late first quarter or early second quarter of 2015.
Actavis plc's combination with Allergan will create one of the top 10 global pharmaceutical companies by sales revenue. The Company believes the combination
provides a strong foundation for long-term growth, anchored by leading franchises complemented by a late-stage pipeline focused on innovative and durable
value-enhancing products within brands, generics, biologics and OTC portfolios.
In the U.S., the combination makes the Company more relevant to a broader group of physicians and customers through the addition of key Allergan products.
The Company believes that the addition of Allergan's therapeutic franchises in ophthalmology, neurosciences and medical aesthetics/dermatology will complement
the Company's existing CNS, GI, women's health and urology franchises. The combined company will also benefit from Allergan's global brand equity and
consumer awareness of key products, including Botox® and Restasis® .
Overseas, the combination will enhance the Company's commercial position, expand its portfolio and broaden its footprint. The transaction expands the
Company's presence, market and product reach across 100 international markets, with strengthened commercial positions across Canada, Europe, Southeast
Asia and other high-value growth markets, including China, India, the Middle East and Latin America.
We intend to use the net proceeds of this offering, together with the net proceeds of Actavis plc's recently completed offering of its ordinary shares (the "Ordinary
Shares Offering"), Actavis plc's recently completed offering of its 5.500% Mandatory Convertible Preferred Shares, Series A (the "Mandatory Convertible Preferred
Shares" and, such offering, the "Mandatory Convertible Preferred Shares Offering") and the other Debt Financing described below to finance the Cash
Consideration Portion of the Acquisition and to pay related fees and expenses. In the event that Actavis plc does not consummate the Acquisition on or prior to
November 30, 2015 or the Merger Agreement is terminated at any time prior to such date, then we expect to use the net proceeds from this offering together with
cash on hand to redeem the notes as described under "Description of the notes--Special mandatory redemption". This offering is not contingent upon the
completion of the Acquisition, which, if completed, will occur subsequent to the closing of this offering. We cannot assure you that the Acquisition will be
completed or, if completed, that it will be completed within the time period or on the terms and with the anticipated benefits described in this prospectus
supplement.
Upon the successful closing of the Acquisition, Actavis plc intends to use the Allergan name as its corporate name for its global branded pharmaceuticals
business, and will retain the Actavis name for its global generic pharmaceutical business. The change in Actavis plc's corporate name will be subject to approval
by Actavis plc shareholders.
About Alle rga n
Allergan is a multi-specialty health care company focused on developing and commercializing innovative pharmaceuticals, biologics, medical devices and over-
the-counter products. Allergan discovers, develops and

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commercializes a diverse range of products for the ophthalmic, neurological, medical aesthetics, medical dermatology, breast aesthetics, urological and other
specialty markets around the world.
Allergan sells its products directly through its own sales subsidiaries in approximately 40 countries and, supplemented by independent distributors, in over 100
countries worldwide. Allergan maintains a global strategic marketing team, as well as regional sales and marketing organizations, to support the promotion and
sale of products.
Allergan's global research and development efforts are focused on eye care, neurology, urology, skin care and medical aesthetics. Allergan supplements its own
R&D activities with a commitment to identify and obtain new technologies through in-licensing, research collaborations, joint ventures and acquisitions.
Allergan's diversified business model includes products for which patients may be eligible for reimbursement and cash pay products that consumers pay for
directly out-of-pocket.
Allergan operates its business on the basis of two reportable segments--specialty pharmaceuticals and medical devices. The specialty pharmaceuticals segment
produces a broad range of pharmaceutical products, including: ophthalmic products for dry eye, glaucoma, inflammation, infection, allergy and retinal disease;
Botox® for certain therapeutic and aesthetic indications; skin care products for acne, psoriasis, eyelash growth and other prescription and OTC skin care products;
and urologics products. The medical devices segment produces a broad range of medical devices, including: breast implants for augmentation, revision and
reconstructive surgery and tissue expanders; and facial aesthetics products.
Key therapeutic areas of focus for the specialty pharmaceuticals segment include:

· Eye care pharmaceuticals. Key products include Restasis® for chronic dry eye, Alphagan® and Lumigan® for glaucoma, and Ozurdex® for macular edema
and uveitis.

· Neuromodulators. The key product in this area is Botox®, which is approved in the United States for both therapeutic indications (including adult chronic
migraine, overactive bladder, urinary incontinence and cervical dystonia), and cosmetic uses (including the temporary improvement in the appearance of
moderate to severe glabellar lines in adults age 65 or younger).

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· Skin care. Key products include Aczone® and Tazorac® for acne treatment, Latisse® for growing longer, fuller and darker eyelashes, and the SkinMedica®
family of various physician-dispensed, non-prescription aesthetic products.
Key areas of focus for the medical devices segment include:

· Facial aesthetics. The key product in this area is the Juvéderm® dermal filler family of products.

· Breast aesthetics. Key products include silicone gel and saline breast implants in a variety of shapes, sizes and textures for breast augmentation, revision
and reconstructive surgery.

· Plastic surgery. The key product in this area is the Seri® Surgical Scaffold product indicated for use as a transitory scaffold for soft tissue support and repair.

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Corpora t e st ruc t ure
The following chart provides a summary of the Company's corporate structure and the amount of third party indebtedness in millions of dollars as of December
31, 2014 on a pro forma basis after giving effect to the Acquisition, net of issuance discounts. The chart depicts only selected subsidiaries of the Company,
including each of the guarantors. For further information, please see "Capitalization" on page S-35 of this prospectus supplement and "Unaudited pro forma
combined financial information" on page S-37 of this prospectus supplement.

Actavis Funding SCS is a limited partnership (société en commandite simple) organized under the laws of the Grand Duchy of Luxembourg.
Warner Chilcott Limited is a Bermuda exempted company. Warner Chilcott's registered office is located at Canon's Court 22 Victoria Street, Hamilton, HM 12,
Bermuda and Warner Chilcott's telephone number is (441) 295-2244.
Actavis Capital S.à r.l. is a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg,
having its registered office at 6, rue Jean Monnet, L-2180 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and
Companies under number B178.410, having a share capital of $367,384.
Actavis, Inc. is a Nevada corporation. Actavis, Inc.'s principal executive offices are at 400 Interpace Parkway, Parsippany, NJ 07054. Actavis, Inc.'s telephone
number is (862) 261-7000.

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Fina nc ing t ra nsa c t ions
In addition to this offering, the Company has obtained, or expects to obtain or otherwise incur, additional financing for the Acquisition as described below.
Ordinary shares offering. Prior to this offering, Actavis plc offered, by means of a separate prospectus supplement, 13,194,445 of its ordinary shares, plus up to
1,319,444 additional ordinary shares that the underwriters of the Ordinary Shares Offering had the option to purchase from Actavis plc, solely to cover
overallotments, if any, in each case, at the actual public offering price of $288.00 per share. The underwriters exercised the overallotment option for the Ordinary
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Shares Offering in full on February 25, 2015 and the Ordinary Shares Offering closed on March 2, 2015.
For a description of certain of the terms of Actavis plc's ordinary shares, see "Description of Actavis ordinary shares" in the accompanying prospectus. This
prospectus supplement is not an offer to sell or a solicitation of an offer to buy the securities that were offered in the Ordinary Shares Offering.
Mandatory convertible preferred shares offering. Prior to this offering, Actavis plc offered, by means of a separate prospectus supplement, 4,600,000 of its
Mandatory Convertible Preferred Shares, plus up to 460,000 additional Mandatory Convertible Preferred Shares that the underwriters of the Mandatory Convertible
Preferred Shares Offering had the option to purchase from Actavis plc, solely to cover overallotments, if any, in each case, at the actual public offering price of
$1,000.00 per share. The underwriters exercised the overallotment option for the Mandatory Convertible Preferred Shares Offering in full on February 25, 2015
and the Mandatory Convertible Preferred Shares Offering closed on March 2, 2015.
Dividends on the Mandatory Convertible Preferred Shares will be payable on a cumulative basis when, as and if declared by Actavis plc's board of directors, or
an authorized committee thereof, at an annual rate of 5.500% on the liquidation preference of $1,000.00 per Mandatory Convertible Preferred Share. Actavis plc
may pay declared dividends in cash, by delivery of its ordinary shares or by delivery of any combination of cash and its ordinary shares, as determined in its sole
discretion, subject to certain limitations, on March 1, June 1, September 1 and December 1 of each year commencing June 1, 2015, to and including March 1,
2018. Each Mandatory Convertible Preferred Share will automatically convert on March 1, 2018, into between 2.8345 and 3.4722 ordinary shares of Actavis plc,
subject to anti-dilution adjustments. If the Mandatory Convertible Preferred Shares Offering is completed, Actavis plc may, at its option, redeem the Mandatory
Convertible Preferred Shares if the Acquisition has not closed on or before 5:00 p.m. (New York City time) on November 30, 2015, the Merger Agreement is
terminated or Actavis plc determines the Acquisition will not occur.
For a description of certain other terms of Actavis plc's Mandatory Convertible Preferred Shares, see "Description of Actavis serial preferred shares" in the
accompanying prospectus. This prospectus supplement is not an offer to sell or a solicitation of an offer to buy the securities that were offered in the Mandatory
Convertible Preferred Shares Offering.
Debt financing. In connection with the Acquisition, we also expect that Actavis plc or one or more of its subsidiaries will borrow up to $5.5 billion under senior
unsecured term loan facilities (the "Term Facilities'), consisting of a tranche of three-year senior unsecured term loans in an original aggregate principal amount of
$2.75 billion and a tranche of five-year senior unsecured term loans in an original aggregate principal amount of $2.75 billion, and will borrow amounts under a
60-day senior unsecured bridge loan facility in an original aggregate principal amount of up to $4.698 billion (the "Cash Bridge Facility" and, together with the
Term Facilities, the "other Debt Financing"). Actavis plc expects to repay any amounts borrowed under the Cash Bridge Facility with available cash on hand. We
refer to any debt financing that the Company expects to incur to fund the Cash Consideration Portion for the Acquisition as the "Debt Financing".

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Completion of this offering is not contingent upon the funding of the other Debt Financing or the completion of the Acquisition.
We cannot assure you that Actavis plc will complete the Acquisition or any of the other financing transactions on the terms contemplated by this prospectus
supplement or at all.
After the closing of the Acquisition, if completed, Actavis plc may also replenish its cash or repay any borrowings made in connection with the Acquisition with the
proceeds of additional financings.

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T he offe ring
The summary below contains basic information about this offering. It does not contain all of the information you should consider in making your investment
decision. You should read the entire prospectus supplement and accompanying prospectus and the information included or incorporated and deemed to be
incorporated by reference herein and therein, including the section entitled "Risk factors" included in this prospectus supplement and the consolidated financial
statements and the accompanying notes incorporated by reference in this prospectus supplement, before making an investment decision.

I ssue r
Actavis SCS, a limited partnership (société en commandite simple) organized under the laws of the Grand Duchy of
Luxembourg, having its registered office at 46A, avenue J.F. Kennedy, L-1855 Luxembourg, Grand Duchy of
Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B187.310, having
a share capital of $20,000.

Gua ra nt e e s
Warner Chilcott, Actavis Capital and Actavis, Inc. will guarantee the notes on an unsecured and unsubordinated basis.

Se c urit ie s Offe re d
$500,000,000 aggregate principal amount of floating rate notes due 2016.

$1,000,000,000 aggregate principal amount of 1.850% notes due 2017.

$3,000,000,000 aggregate principal amount of 2.350% notes due 2018.

$500,000,000 aggregate principal amount of floating rate notes due 2018.

$3,500,000,000 aggregate principal amount of 3.000% notes due 2020.

$500,000,000 aggregate principal amount of floating rate notes due 2020.

$3,000,000,000 aggregate principal amount of 3.450% notes due 2022.

$4,000,000,000 aggregate principal amount of 3.800% notes due 2025.

$2,500,000,000 aggregate principal amount of 4.550% notes due 2035.

$2,500,000,000 aggregate principal amount of 4.750% notes due 2045.

M a t urit y Da t e
For the 2016 floating rate notes, September 1, 2016.

For the 2017 notes, March 1, 2017.

For the 2018 notes, March 12, 2018.
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For the 2018 floating rate notes, March 12, 2018.

For the 2020 notes, March 12, 2020.

For the 2020 floating rate notes, March 12, 2020.

For the 2022 notes, March 15, 2022.

For the 2025 notes, March 15, 2025.

For the 2035 notes, March 15, 2035.

For the 2045 notes, March 15, 2045.

I nt e re st Ra t e on Floa t ing Ra t e
The 2016 floating rate notes, 2018 floating rate notes and 2020 floating rate notes will bear interest at a floating rate
N ot e s
equal to three-month LIBOR plus 0.875%, 1.080% and 1.255% per annum, respectively.

I nt e re st Pa ym e nt Da t e s
For the 2016 floating rate notes, quarterly on March 1, June 1, September 1 and December 1 of each year, beginning
on June 1, 2015.
For the 2018 floating rate notes and the 2020 floating rate notes, quarterly on March 12, June 12, September 12 and
December 12 of each year, beginning on June 12, 2015.

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For the 2017 notes, semiannually on March 1 and September 1 of each year, beginning on September 1, 2015.
For the 2018 notes and 2020 notes, semiannually on March 12 and September 12 of each year, beginning
September 12, 2015.

For the 2022 notes, 2025 notes, 2035 notes and 2045 notes, semiannually on March 15 and September 15 of each
year, beginning September 15, 2015.

Gua ra nt ors
The notes will be jointly and severally, irrevocably and unconditionally guaranteed by Warner Chilcott, Actavis Capital
and Actavis, Inc.

Ra nk ing
The notes will be:

· our general unsecured obligations;

· effectively subordinated in right of payment to all our existing and future secured indebtedness to the extent of the

value of the assets securing such indebtedness;

· structurally subordinated to all existing and future indebtedness and other liabilities and commitments (including

trade payables and lease obligations) of our existing and future subsidiaries that do not guarantee the notes;

· equal in right of payment with all of our existing and future unsecured, unsubordinated indebtedness;

· senior in right of payment to all our existing and future subordinated indebtedness.

Similarly, the guarantees will be the general unsecured, unsubordinated obligations of the guarantors and will be:

· effectively subordinated in right of payment to any existing and future secured indebtedness of the guarantors, to

the extent of the value of the assets securing such indebtedness;

· structurally subordinated to all existing and any future indebtedness and other liabilities and commitments (including

trade payables and lease obligations) of subsidiaries of such guarantor that do not guarantee the notes;

· equal in right of payment with all existing and any future unsecured, senior indebtedness of such guarantor; and

· senior in right of payment to any future subordinated indebtedness of such guarantor.

No subsidiaries of Actavis plc other than Warner Chilcott, Actavis Capital and Actavis, Inc. will guarantee the notes,

and as a result the notes will be structurally subordinated to all of the liabilities and commitments (including trade
payables and lease obligations) of Actavis plc's subsidiaries (other than Actavis SCS and the guarantors).

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Spe c ia l M a nda t ory Re de m pt ion
The offering is not conditioned upon the consummation of the Acquisition but, in the event that Actavis plc does not
consummate the Acquisition on or prior to November 30, 2015, or the Merger Agreement is terminated at any time
prior to such date, then we will be required to redeem all of the outstanding notes on the special mandatory
redemption date (as defined herein) at a redemption price equal to 101% of the aggregate principal amount of the
notes plus accrued and unpaid interest, if any, to, but excluding, the special mandatory redemption date. See
"Description of the notes--Special mandatory redemption."

Opt iona l Re de m pt ion
The floating rate notes may not be redeemed at our option prior to their stated maturities, except in the case of certain
changes in withholding tax laws. See "Description of the notes--Optional redemption for changes in withholding
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