Organon Announces Pricing of $1.0 Billion Senior Notes Offering

Organon (NYSE: OGN) (“Organon”), a global healthcare company with a focus on women’s health, announced today that it, together with Organon Foreign Debt Co-Issuer B.V., a direct wholly-owned subsidiary of Organon, as co-issuer (the “Co-Issuer” and, together with Organon, the “Companies”), have priced an offering of $500 million of 6.750% senior secured notes due 2034 (the “Secured Notes”) and $500 million of 7.875% senior unsecured notes due 2034 (the “Unsecured Notes” and, together with the Secured Notes the “Notes”). Each series of notes will be guaranteed by each of the entities that guarantees the Companies’ existing senior secured credit facilities (the “Credit Facilities”).

The Companies intend to use the net proceeds from the sale of the Notes to repay a portion of their borrowings under the Credit Facilities’ U.S. dollar-denominated “tranche B” term loan and to pay the fees and expenses incurred in connection with the foregoing.

The Notes will be fully and unconditionally guaranteed on a secured or unsecured basis, as applicable, jointly and several, by all of Organon’s existing or future subsidiaries that guarantee the debt under its senior credit facilities. The initial offering price to investors will be 100% of the principal amount thereof. The Notes offering is expected to close on May 17, 2024, subject to customary closing conditions.

The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), any state securities laws or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from registration. Accordingly, the Notes are being offered and sold only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act exclusively to persons other than retail investors in the European Economic Area, whereby each a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.