Bond Allergan Finance SCS 3.85% ( US00507UAF84 ) in USD

Allergan Finance SCS

100 % ▲

United States

US00507UAF84 ( in USD )

3.85% per year ( payment 2 times a year)

14/06/2024 - Bond has expired

Prospectus brochure of the bond Allergan Funding SCS US00507UAF84 in USD 3.85%, expired

2 000 USD

254 606 000 USD

00507UAF8

N/A

Allergan Funding SCS is a securitization vehicle established by Allergan, a pharmaceutical company, to finance its operations and acquisitions, typically utilizing the cash flow generated from its product sales to repay investors.

The Bond issued by Allergan Finance SCS ( United States ) , in USD, with the ISIN code US00507UAF84, pays a coupon of 3.85% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/06/2024

424B3
424B3 1 d787282d424b3.htm 424B3
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration File Nos. 333-199019
333-199019-01
333-199019-02
333-199019-03

PROSPECTUS

$3,700,000,000

Actavis Funding SCS
Offer to exchange $500,000,000 aggregate principal amount of 1.300% Notes due 2017 which have been registered under the Securities Act
for $500,000,000 aggregate principal amount of 1.300% Notes due 2017
Offer to exchange $500,000,000 aggregate principal amount of 2.450% Notes due 2019 which have been registered under the Securities Act
for $500,000,000 aggregate principal amount of 2.450% Notes due 2019
Offer to exchange $1,200,000,000 aggregate principal amount of 3.850% Notes due 2024 which have been registered under the Securities Act
for $1,200,000,000 aggregate principal amount of 3.850% Notes due 2024
Offer to exchange $1,500,000,000 aggregate principal amount of 4.850% Notes due 2044 which have been registered under the Securities Act
for $1,500,000,000 aggregate principal amount of 4.850% Notes due 2044
The exchange offer will expire at 5:00 P.M., New York City time, on November 12, 2014, unless extended

Terms of the exchange offer:

· On June 19, 2014, Actavis Funding SCS, a limited partnership (société en commandite simple) organized under the laws 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 ("Actavis SCS") issued $500,000,000 aggregate principal amount of 1.300% Notes due
2017 (the "old 2017 notes"), $500,000,000 aggregate principal amount of 2.450% Notes due 2019 (the "old 2019 notes"), $1,200,000,000 aggregate principal
amount of 3.850% Notes due 2024 (the "old 2024 notes") and $1,500,000,000 aggregate principal amount of 4.850% Notes due 2044 (the "old 2044 notes"
and, together with the old 2017 notes, the old 2019 notes and the old 2024 notes, the "old notes") under an indenture dated June 19, 2014 among Actavis SCS,
the guarantors named therein and Wells Fargo Bank, National Association, as trustee.

· We will exchange all outstanding old notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer.

· The terms of the new 1.300% Notes due 2017 (the "new 2017 notes"), the new 2.450% Notes due 2019 (the "new 2019 notes"), the new 3.850% Notes due
2024 (the "new 2024 notes") and the new 4.850% Notes due 2044 (the "new 2044 notes" and, together with the new 2017 notes, the new 2019 notes and the
new 2024 notes, the "new notes") to be issued by Actavis SCS in this exchange offer are substantially identical to the terms of the old notes, except for
transfer restrictions and registration rights relating to the old notes. The old notes and the new notes are collectively referred to herein as the "notes." The old
notes are, and the new notes will be, unconditionally guaranteed by Warner Chilcott Limited, a Bermuda company, Actavis, Inc., a Nevada corporation, and
Actavis Capital S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg
("Actavis Capital"). All references to the notes include reference to the related guarantees.

· You may withdraw tendered old notes at any time prior to the expiration of the exchange offer.

· The exchange of old notes for new notes in the exchange offer will not be a taxable event for United States federal income tax purposes.

· We will not receive any proceeds from the exchange offer.

Investing in the new notes involves risks. See "Risk Factors" beginning on page 15.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the
http://www.sec.gov/Archives/edgar/data/884629/000119312514372464/d787282d424b3.htm[10/15/2014 2:28:56 PM]

424B3
adequacy or the accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is October 15, 2014
Table of Contents
TABLE OF CONTENTS

SUMMARY

1
THE EXCHANGE OFFER

4
THE NEW NOTES

7
RISK FACTORS
15
THE EXCHANGE OFFER
49
USE OF PROCEEDS
57
RATIO OF EARNINGS TO FIXED CHARGES
58
CAPITALIZATION
59
SELECTED FINANCIAL DATA
60
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
62
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
79
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
129
BUSINESS
131
MANAGEMENT
158
EXECUTIVE AND DIRECTOR COMPENSATION
166
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
199
STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
199
CORPORATE GOVERNANCE
201
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
202
DESCRIPTION OF THE NEW NOTES
204
BOOK-ENTRY, DELIVERY AND FORM OF SECURITIES
224
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
226
CERTAIN LUXEMBOURG TAX CONSIDERATIONS
227
PLAN OF DISTRIBUTION
231
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
232
VALIDITY OF THE NOTES
233
EXPERTS
233
WHERE YOU CAN FIND MORE INFORMATION
233
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
F-1
Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in
connection with any resale of the new notes it receives. By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to
admit that it is an "underwriter" within the meaning of the Securities Act of 1933, as amended. This prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where
such old notes were acquired by the broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period
of 180 days after the consummation of the exchange offer, we will make this prospectus, as amended and supplemented, available to any broker-dealer
for use in connection with any such resale. See "Plan of Distribution."
Table of Contents
SUMMARY
This summary contains basic information about us and this offering. Because it is a summary, it does not contain all the information that
you should consider before investing. You should carefully read the entire prospectus, including the section entitled "Risk Factors," including the
consolidated financial statements and accompanying notes included elsewhere in this prospectus, before making an investment decision.
Company History
http://www.sec.gov/Archives/edgar/data/884629/000119312514372464/d787282d424b3.htm[10/15/2014 2:28:56 PM]

424B3
Warner Chilcott Limited (the successor company of Actavis, Inc.) and its direct parent, Warner Chilcott plc ("Legacy Warner Chilcott"),
were acquired by Actavis plc, the ultimate parent company, on October 1, 2013, pursuant to the transaction agreement dated May 19, 2013 among
Actavis, Inc. (the predecessor of Warner Chilcott Limited), Legacy Warner Chilcott, Actavis plc, Actavis Ireland Holding Limited, Actavis W.C.
Holding LLC (now known as Actavis W.C. Holding Inc.) and Actavis W.C. Holding 2 LLC (now known as Actavis W.C. Holding 2 Inc.)
("MergerSub") whereby, (i) Actavis plc acquired Legacy Warner Chilcott (the "Warner Chilcott Acquisition") pursuant to a scheme of
arrangement under Section 201, and a capital reduction under Sections 72 and 74, of the Irish Companies Act of 1963 where each Legacy Warner
Chilcott ordinary share was converted into 0.160 of an Actavis plc ordinary share (the "Actavis plc Ordinary Shares"), or $5,833.9 million in
equity consideration, and (ii) MergerSub merged with and into Actavis, Inc., with Actavis, Inc. as the surviving corporation in the merger (the
"Actavis Merger" and, together with the Warner Chilcott Acquisition, the "Warner Chilcott Transactions"). Following the consummation of the
Warner Chilcott Transactions, Actavis, Inc. and Legacy Warner Chilcott became wholly-owned subsidiaries of Actavis plc. Each of Actavis,
Inc.'s common shares was converted into one Actavis plc Ordinary Share.
On October 31, 2012, Watson Pharmaceuticals, Inc. completed the acquisition of the Actavis Group for a cash payment of 4.2 billion, or
approximately $5.5 billion, and contingent consideration of up to 5.5 million newly issued shares of Actavis, Inc. which have since been issued
(the "Actavis Group Acquisition"). Watson Pharmaceuticals, Inc.'s Common Stock was traded on the NYSE under the symbol "WPI" until close
of trading on January 23, 2013, at which time Watson Pharmaceuticals, Inc. changed its corporate name to "Actavis, Inc." and changed its ticker
symbol to "ACT."
Effective October 1, 2013, through a series of related-party transactions, Actavis plc contributed its indirect subsidiaries, including Actavis
Inc. to Warner Chilcott Limited, which is not a publicly traded entity. References throughout to "we," "our," "us," the "Company," "Actavis" or
"Warner Chilcott" refer to financial information and transactions of Watson Pharmaceuticals, Inc. prior to January 23, 2013, Actavis, Inc. from
January 23, 2013 until October 1, 2013 and Warner Chilcott Limited and its subsidiaries subsequent to October 1, 2013.
On February 17, 2014, Actavis plc entered into a merger agreement with Forest Laboratories, Inc. (now known as Forest Laboratories, LLC)
("Forest"). Forest was a leading, fully integrated, specialty pharmaceutical company largely focused on the United States market. Forest markets
a portfolio of branded drug products and develops new medicines to treat patients suffering from diseases principally in the following therapeutic
areas: central nervous system, cardiovascular, gastrointestinal, respiratory, anti-infective, and cystic fibrosis. Refer to "NOTE 3--Acquisition and
Other Agreements" in the accompanying "Notes to Consolidated Financial Statements (unaudited)" in this prospectus for a description of the
merger agreement.
Business Overview
The Company is an integrated global specialty pharmaceutical company engaged in the development, manufacturing, marketing, sale and
distribution of generic, branded generic, brand name ("brand," "specialty brand" or "branded"), biosimilar and over-the-counter ("OTC")
pharmaceutical products. We also develop and

1
Table of Contents
out-license generic pharmaceutical products primarily in Europe through our Medis third-party business. Actavis markets a broad portfolio of
branded and generic pharmaceuticals and develops innovative medicines for patients suffering from diseases principally in the central nervous
system, gastroenterology, women's health, urology, cardiovascular, respiratory and anti-infective therapeutic categories. The Company operates
manufacturing, distribution, research and development ("R&D") and administrative facilities in many of the world's established and growing
international markets, including the United States of America ("U.S."), Canada and Puerto Rico (together "North America"), and its key
international markets around the world ("International").
Business Segments
We reported our business in two operating segments: Actavis Pharma and Anda Distribution. The Actavis Pharma segment includes patent-
protected products and certain trademarked off-patent products that Actavis sells and markets as brand pharmaceutical products and off-patent
pharmaceutical products that are therapeutically equivalent to proprietary products. The Anda Distribution segment distributes generic and brand
pharmaceutical products manufactured by third parties, as well as by Actavis, primarily to independent pharmacies, pharmacy chains, pharmacy
buying groups and physicians' offices. The Anda Distribution segment operating results exclude sales of products developed, acquired, or
licensed by the Actavis Pharma segment.
During the quarter ending September 30, 2014, as a result of the acquisition of Forest on July 1, 2014 (the "Forest Acquisition"), Actavis
realigned its organizational structure. Beginning with the quarter ending September 30, 2014, the Company will be operated and managed as
http://www.sec.gov/Archives/edgar/data/884629/000119312514372464/d787282d424b3.htm[10/15/2014 2:28:56 PM]

424B3
three distinct operating segments: North American Brands, North American Generics and International and Anda Distribution.
Recent Developments
On October 5, 2014, Actavis W.C. Holding Inc. ("WC Holding"), a wholly owned subsidiary of Warner Chilcott Limited, entered into an
Agreement and Plan of Merger (the "Durata Merger Agreement") with Delaware Merger Sub, Inc., a wholly owned subsidiary of WC Holding
("WC Merger Sub"), and Durata Therapeutics, Inc. ("Durata"), pursuant to which, and on the terms and subject to the conditions thereof, among
other things, WC Merger Sub is obligated to commence a tender offer (the "Durata Offer") on or before October 21, 2014 to acquire all of the
outstanding shares of common stock of Durata at a purchase price of $23.00 per share net to the seller in cash, without interest, plus one
contractual contingent value right per share, which represents the right to receive contingent payments of up to $5.00 in cash in the aggregate,
without interest, if specified milestones are achieved. The obligation of WC Merger Sub to purchase the shares of common stock of Durata
validly tendered pursuant to the Durata Offer is subject to the satisfaction or waiver of a number of conditions set forth in the Durata Merger
Agreement, including (i) that there shall have been validly tendered and not validly withdrawn a number of shares of common stock of Durata
that, when added to the shares then owned by WC Holding and its subsidiaries, represents one share more than half of the total number of shares
of common stock of Durata outstanding at the time of the expiration of the Durata Offer, (ii) the expiration or termination of applicable waiting
periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) the accuracy of the representations and warranties
and compliance with covenants contained in the Durata Merger Agreement, (iv) the absence of any law, order, injunction or decree by any
government, court or governmental entity that would make illegal or otherwise prohibit the Durata Offer or the merger of WC Merger Sub and
Durata (the "Durata Merger"), (v) there not having been a material adverse effect with respect to Durata, and (vi) other customary conditions.
The obligations of WC Holding and WC Merger Sub to complete the Durata Offer and the Durata Merger under the Durata Merger Agreement
are not subject to a financing condition. The tender offer for the outstanding common stock of Durata referred to herein has not yet commenced.
The description contained herein is neither an offer to purchase nor a solicitation of an offer to sell any securities. The solicitation and the offer
to buy shares of Durata common stock will be made pursuant to an offer to purchase and related materials that Actavis plc intends to file with the
Securities and Exchange Commission.

2
Table of Contents
Corporate Structure
The following chart provides a summary of Actavis' corporate structure and the principal amount of third party indebtedness in millions of
dollars as of June 30, 2014 on a pro forma basis after giving effect to the transactions and taking into account certain internal restructuring steps
following consummation of the Forest Acquisition. The chart depicts only selected subsidiaries of Warner Chilcott Limited. For further
information, please see "Capitalization."

http://www.sec.gov/Archives/edgar/data/884629/000119312514372464/d787282d424b3.htm[10/15/2014 2:28:56 PM]

424B3

(1) Guaranteed by Actavis plc, Warner Chilcott Limited, Actavis SCS and Actavis, Inc.
(2) Guaranteed by Warner Chilcott Limited, Actavis SCS and Actavis, Inc.
(3) Guaranteed by Warner Chilcott Limited, Actavis Capital and Actavis, Inc.
(4) Guaranteed by Actavis plc and Warner Chilcott Limited.
(5) Guaranteed by Actavis plc.
Actavis Funding SCS, a wholly-owned indirect subsidiary of Warner Chilcott Limited, 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. Warner Chilcott Limited is a Bermuda company. Warner Chilcott Limited's principal executive offices are
located at Cannon's Court 22, Victoria Street, Hamilton, HM 12, Bermuda and Warner Chilcott Limited'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.

3
Table of Contents
THE EXCHANGE OFFER
The summary below describes the principal terms of the new notes. It does not contain all the information that may be important to you.
Certain of the terms and conditions described below are subject to important limitations and exceptions. You should carefully read the
"Description of the New Notes" section of this prospectus for a more detailed description of the notes offered hereby.

Securities Offered
$500,000,000 aggregate principal amount of new 2017 notes, $500,000,000 aggregate
principal amount of new 2019 notes, $1,200,000,000 aggregate principal amount of new
2024 notes and $1,500,000,000 aggregate principal amount of new 2044 notes, which have
http://www.sec.gov/Archives/edgar/data/884629/000119312514372464/d787282d424b3.htm[10/15/2014 2:28:56 PM]

424B3
all been registered under the Securities Act of 1933, as amended (the "Securities Act").
The terms of the new notes are substantially identical to the applicable old notes, except
that certain transfer restrictions, registration rights and liquidated damages provisions
relating to the old notes do not apply to the registered new notes.

The Exchange Offer
We are offering to issue registered new notes in exchange for like principal amount and
like denomination of our old notes. We are offering to issue these registered new notes to
satisfy our obligations under a registration rights agreement that we entered into with the
initial purchasers of the old notes when we sold them in a transaction that was exempt
from the registration requirements of the Securities Act. You may tender your old notes
for exchange by following the procedures described under the heading "The Exchange
Offer."

Tenders; Expiration Date; Withdrawal
The exchange offer will expire at 5:00 p.m., New York City time, on November 12, 2014,
unless we extend it. The exchange offer will be open for at least twenty (20) business
days to ensure compliance with Rule 14e-1(a) under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"). If you decide to exchange your old notes for new
notes, you must acknowledge, among other things, that you are acquiring the new notes in
the ordinary course of your business, that you have no arrangement or understanding with
any person to participate in a distribution of the new notes and that you are not an affiliate
of our Company. You may withdraw any notes that you tender for exchange at any time
prior to 5:00 p.m., New York City time, on the expiration date. If we decide for any
reason not to accept any old notes you have tendered for exchange, those notes will be
returned to you without cost promptly after the expiration or termination of the exchange
offer. See "The Exchange Offer--Terms of the Exchange Offer" and "The Exchange
Offer--Withdrawal Rights" for a more complete description of the tender and withdrawal
provisions.

Conditions to the Exchange Offer
The exchange offer is subject to customary conditions and we may terminate or amend
the exchange offer if any of these conditions occur prior to the expiration of the exchange
offer. These conditions include any change in applicable law or legal interpretation or
governmental or regulatory actions that would impair our ability to

4
Table of Contents
proceed with the exchange offer, any general suspension or general limitation relating to
trading of securities on any national securities exchange or the over-the-counter market or

a declaration of war or other hostilities involving the United States. We may waive any of
these conditions in our sole discretion.

Procedures for Tendering Old Notes
The exchange offer will be conducted without the use of a letter of transmittal or notice of
guaranteed delivery. If you wish to tender your old notes for new notes pursuant to the
exchange offer you must:

· if you hold the private notes through The Depository Trust Company, or DTC, comply
with the ATOP procedures of DTC, and the exchange agent must receive a timely

confirmation of a book-entry transfer of the private notes into its account at DTC
pursuant to the procedures for book-entry transfer described herein, along with a
properly transmitted agent's message, before the expiration date; or

· if you hold private notes through Euroclear Bank S.A./N.V., or Euroclear, or

Clearstream Banking, S.A., or Clearstream, comply with the procedures of Euroclear or
Clearstream, as applicable, before the expiration date.

Penalty Interest
If we fail to fulfill certain obligations under the registration rights agreement, including if
we fail to consummate the Exchange Offer on or prior to March 26, 2015, the Shelf
http://www.sec.gov/Archives/edgar/data/884629/000119312514372464/d787282d424b3.htm[10/15/2014 2:28:56 PM]

424B3
Registration Statement is not declared effective by the SEC on or prior to March 26, 2015,
or the Shelf Registration Statement or the Exchange Offer Registration Statement with
respect to a series of notes is declared effective but thereafter ceases to be effective or
usable in connection with resales or exchanges during the periods specified in the
registration rights agreement (a "registration default"), the annual interest rate on the notes
will increase by 0.25% during the first 90-day period during which the registration default
continues, and will increase by an additional 0.25% for each subsequent 90-day period
during which the registration default continues, up to a maximum increase of 1.00% over
the interest rate that would otherwise apply to the old notes. As soon as we cure a
registration default, the interest rates on the notes will revert to their original levels.

Tax Consequences
The exchange of the old notes for the new notes in the exchange offer will not be a
taxable event for United States federal income tax purposes. See "Material United States
Federal Income Tax Considerations" and "Certain Luxembourg Tax Considerations."

Use of Proceeds
We will not receive any cash proceeds from the exchange offer. In consideration for
issuing the new notes in the exchange offer as contemplated in this prospectus, we will
receive in exchange old notes in like principal amount, which will be cancelled and as
such will not result in any increase in our indebtedness. We will pay all expenses incident
to the exchange offer. See "Use of Proceeds" for a discussion of the use of proceeds from
the issuance of the old notes.

5
Table of Contents
Exchange Agent
Wells Fargo Bank, National Association, the trustee under the indenture for the old notes,
will serve as the exchange agent in connection with the exchange offer.

Consequences of Failure to Exchange
Old notes that are not tendered or that are tendered but not accepted will continue to be
subject to the restrictions on transfer that are described in the legend on those notes. In
general, you may offer or sell your old notes only if they are registered under, or offered
or sold under an exemption from, the Securities Act and applicable state securities laws.
We, however, will have no further obligation to register the old notes. If you do not
participate in the exchange offer, the liquidity of your notes could be adversely affected.

Consequences of Exchanging Your Old Notes
Based on interpretations of the SEC set forth in certain no-action letters issued to third
parties, we believe that you may offer for resale, resell or otherwise transfer the new notes
that we issue in the exchange offer without complying with the registration and prospectus
delivery requirements of the Securities Act if you:

· acquire the new notes issued in the exchange offer in the ordinary course of your

business;

· are not participating, do not intend to participate, and have no arrangement or

understanding with anyone to participate, in the distribution of the new notes issued to
you in the exchange offer; and

· are not an "affiliate" of our Company as defined in Rule 405 of the Securities Act.

If any of these conditions are not satisfied and you transfer any new notes issued to you in
the exchange offer without delivering a proper prospectus or without qualifying for a

registration exemption, you may incur liability under the Securities Act. We will not be
responsible for, or indemnify you against, any liability you may incur.

In connection with the exchange offer, you will be required to acknowledge that you are
not engaged in, and do not intend to engage in, the distribution of the new notes. In
addition, any broker-dealer that acquires new notes in the exchange offer for its own
account in exchange for old notes which it acquired through market-making or other
http://www.sec.gov/Archives/edgar/data/884629/000119312514372464/d787282d424b3.htm[10/15/2014 2:28:56 PM]

424B3

trading activities may be an "underwriter" within the meaning of the Securities Act and
must acknowledge that it will deliver a prospectus when it resells or transfers any new
notes. See "Plan of Distribution" for a description of the prospectus delivery obligations of
broker-dealers in the exchange offer.

6
Table of Contents
THE NEW NOTES
The terms of the new notes and the old notes are identical in all material respects, except for certain transfer restrictions and registration
rights relating to the old notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. The
"Description of the New Notes" section of this prospectus contains a more detailed description of the terms and conditions of the new notes.

Issuer
Actavis Funding SCS, a limited partnership (société en commandite simple) organized
under the laws 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.

Guarantees
Warner Chilcott Limited, Actavis Capital S.à r.l. and Actavis, Inc. will guarantee the new
notes on an unsecured and unsubordinated basis.

Securities Offered
$500,000,000 aggregate principal amount of 1.300% notes due 2017.

$500,000,000 aggregate principal amount of 2.450% notes due 2019.

$1,200,000,000 aggregate principal amount of 3.850% notes due 2024.

$1,500,000,000 aggregate principal amount of 4.850% notes due 2044.

Maturity Date
For the new 2017 notes: June 15, 2017.

For the new 2019 notes: June 15, 2019.

For the new 2024 notes: June 15, 2024.

For the new 2044 notes: June 15, 2044.

Interest Payment Dates
June 15 and December 15 of each year, commencing December 15, 2014.

Optional Redemption
We may redeem the new notes, in whole at any time or in part from time to time, at our
option, at a redemption price equal to the greater of (1) 100% of the principal amount of
the new notes to be redeemed and (2) the sum of the present values of the remaining
scheduled payments of principal and interest in respect of the new notes being redeemed
(not including any portion of the payments of interest accrued but unpaid as of the date of
redemption) discounted on a semi-annual basis (assuming a 360-day year of twelve 30-
day months), at the Treasury Rate plus 10 basis points, in the case of the new 2017 notes,
15 basis points, in the case of the new 2019 notes, 20 basis points, in the case of the new
2024 notes, and 25 basis points, in the case of the new 2044 notes plus, in each case,
accrued and unpaid interest, if any, to, but excluding, the date of redemption. In addition,
we may redeem the new 2024 notes on or after March 15, 2024 (three months prior to
their maturity date) and the new 2044

7
http://www.sec.gov/Archives/edgar/data/884629/000119312514372464/d787282d424b3.htm[10/15/2014 2:28:56 PM]

424B3
Table of Contents
notes on or after December 15, 2043 (six months prior to their maturity date), in each
case, in whole at any time or in part from time to time, at our option, at a redemption

price equal to 100% of the aggregate principal amount of the new notes being redeemed,
plus, in each case, accrued and unpaid interest, if any, to, but excluding, the date of
redemption. See "Description of the New Notes--Optional Redemption."

Repurchase Upon Change of Control
Upon the occurrence of a change of control of Actavis plc or Actavis Funding SCS or
certain of the guarantors ceasing to be a subsidiary of Actavis plc and a downgrade of the
new notes below an investment grade rating by each of Moody's Investors Service, Inc.
and Standard & Poor's Ratings Services, we will, in certain circumstances, be required to
make an offer to purchase the new notes of each series at a price equal to 101% of their
principal amount, respectively, plus any accrued and unpaid interest, if any, to, but
excluding, the date of repurchase. See "Description of the New Notes--Repurchase Upon
a Change of Control."

Guarantors
The new notes will be jointly and severally irrevocably and unconditionally guaranteed by
Warner Chilcott Limited, Actavis Capital S.à r.l. and Actavis, Inc.

Ranking
The new notes will be:

· general unsecured obligations of ours;

· effectively subordinated in right of payment to any existing and future secured

indebtedness of ours, to the extent of the value of the assets securing such indebtedness;

· structurally subordinated to all existing and any future liabilities of our future

subsidiaries that do not guarantee the new notes;

· equal in right of payment with all existing and any future unsecured, unsubordinated

indebtedness of ours; and

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

ours.

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 liabilities of subsidiaries of such

guarantor that do not guarantee the new notes;

· equal in right of payment with all existing and any future unsecured, unsubordinated

indebtedness of such guarantor; and

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

such guarantor.

8
Table of Contents
No subsidiaries of Actavis plc other than Warner Chilcott Limited, Actavis Capital S.à r.l.
and Actavis, Inc. will guarantee the new notes, and as a result the new notes will be

structurally subordinated to all of the liabilities of Actavis plc's subsidiaries (other than
Actavis Funding SCS) that do not guarantee the new notes.
http://www.sec.gov/Archives/edgar/data/884629/000119312514372464/d787282d424b3.htm[10/15/2014 2:28:56 PM]

424B3

Form and Denomination of New Notes
The new notes of each series will be issued in fully registered form only and will initially
be represented by one or more global notes which will be deposited with a custodian for,
and registered in the name of a nominee of, The Depository Trust Company ("DTC"). The
new notes of each series will be issued in denominations of $2,000 and integral multiples
of $1,000 in excess thereof. Indirect holders trading their beneficial interests in the global
notes through DTC must trade in DTC's same-day funds settlement system and pay in
immediately available funds. The new notes may only be withdrawn from DTC in the
limited situations described in "Description of New Notes--Book-Entry System--
Certificated Notes."

Use of Proceeds
We will not receive any cash proceeds from the exchange offer. In consideration for
issuing the new notes in exchange offer as contemplated in this prospectus, we will
receive in exchange old notes in like principal amount, which will be cancelled and as
such will not result in any increase in our indebtedness. We will pay all expenses incident
to the exchange offer. See "Use of Proceeds" for a discussion of the use of proceeds from
the issuance of the old notes.

Absence of Public Markets for the New Notes
The new notes of each series are a new issue of securities and there are currently no
established trading markets for such new notes. We do not intend to apply for a listing of
the new notes on any securities exchange or an automated dealer quotation system.
Accordingly, there can be no assurance as to the development or liquidity of any markets
for the new notes. The initial purchasers have advised us that they currently intend to
make a market in each series of the new notes. However, they are not obligated to do so,
and any market making with respect to the new notes may be discontinued without notice.

Further Issues
We may from time to time, without the consent of the holders of the notes, create and
issue additional securities having the same terms and conditions (except for the issue date,
the public offering price, and if applicable, the first interest payment date) as the new 2017
notes, the new 2019 notes, the new 2024 notes or the new 2044 notes, in each case, so that
such issue shall be consolidated and form a single series with the outstanding new 2017
notes, new 2019 notes, new 2024 notes or new 2044 notes, as the case may be.

Additional Amounts
All payments made by us under or with respect to the new notes or by any of the
guarantors with respect to any guarantee will be made

9
Table of Contents
without withholding or deduction for taxes unless required by law. If we or any guarantor
are required by law to withhold or deduct for taxes imposed by any relevant taxing
jurisdiction with respect to a payment to the holders of new notes, we or such guarantor,

as applicable, will pay the additional amounts necessary so that the net amount received by
the holders of new notes after the withholding or deduction is equal to the amount that
they would have received in the absence of the withholding or deduction, subject to
certain exceptions. See "Description of Notes--Additional Amounts."

Optional Redemption for Tax Reasons
In the event of certain developments affecting taxation we may redeem the new notes of
each series in whole, but not in part, at any time upon giving prior notice, at a redemption
price of 100% of the principal amount, plus accrued and unpaid interest, if any, and
additional amounts, if any, to the date of redemption. See "Description of New Notes--
Optional Redemption for Changes in Withholding Taxes."

Trustee
Wells Fargo Bank, National Association.

Risk Factors
You should carefully consider all information contained in this prospectus and, in
http://www.sec.gov/Archives/edgar/data/884629/000119312514372464/d787282d424b3.htm[10/15/2014 2:28:56 PM]

Document Outline

#1">
- #1">