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GSO Capital Partners LP reports acquisition of Limited Voting Shares of Concordia International Corp.


TORONTO, Sept. 06, 2018 (GLOBE NEWSWIRE) -- GSO Capital Partners LP ("GSO") announced today that funds managed, advised or sub-advised by GSO (the "Funds") acquired on September 6, 2018 an aggregate of 17,426,810 Limited Voting Shares of Concordia International Corp. (the "Issuer"), which represents approximately 35.7% ownership of the outstanding Limited Voting Shares. One of the Funds, GSO Capital Solutions Fund II (Luxembourg) S.à.r.l., acquired 9,616,657 Limited Voting Shares which represents approximately 19.7% of the outstanding Limited Voting Shares. The Limited Voting Shares were acquired pursuant to an arrangement under the Canada Business Corporations Act (the "Arrangement"). Prior to the closing of the Arrangement, the Funds did not own any equity or voting securities of the Issuer. Following the closing of the Arrangement, the Funds hold in aggregate 17,426,810 Limited Voting Shares, representing approximately 35.7% of the outstanding Limited Voting Shares. The Funds also own 1,000 Class A Special Shares of the Issuer representing all of the issued and outstanding Class A Special Shares. The Class A Special Shares entitle the holders thereof to elect two directors to the Board of Directors (the "Board") of the Issuer.

GSO and the Funds acquired the Limited Voting Shares for investment purposes. GSO and the Funds intend to review their investment in the Issuer on an ongoing basis and, in the course of their review, may take actions with respect to their investment of the Issuer including communicating with the Board, members of management and/or other security-holders of the Issuer or other third parties from time to time, taking steps to implement a course of action, including, without limitation, engaging advisors, including legal, financial, regulatory, technical and/or industry advisors, to assist in any review, and evaluating strategic alternatives as they may become available. Such discussions and other actions may relate to the articles of the Issuer and the investor rights agreement (the "Investors Rights Agreement") entered into with the Issuer and certain other shareholders of the Issuer, various alternative courses of action, including, without limitation, those related to an extraordinary corporate transaction (including, but not limited to a merger, reorganization or liquidation) involving the Issuer or any of its subsidiaries; business combinations involving the Issuer or any of its subsidiaries, a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; material asset purchases; the formation of joint ventures with the Issuer or any of its subsidiaries or the entry into other material projects; changes in the present business, operations, strategy, future plans or prospects of the Issuer, financial or governance matters, changes to the Board (including Board composition) or management of the Issuer; acting as a participant in financings of the Issuer or any of its subsidiaries, changes to the capitalization, ownership structure, dividend policy, business or corporate structure or governance documents of the Issuer; or any action similar to those enumerated above.

Such discussions and actions may be preliminary and exploratory in nature, and not rise to the level of a plan or proposal. GSO and the Funds may seek to acquire securities of the Issuer, including Limited Voting Shares and/or other equity, debt, notes or other financial instruments related to the Issuer or the Limited Voting Shares (which may include rights or securities exercisable or convertible into securities of the Issuer), and/or sell or otherwise dispose of some or all of such Issuer securities or financial instruments (which may include distributing some or all of such securities to the Funds' respective partners or beneficiaries, as applicable) from time to time, in each case, in open market or private transactions, block sales or otherwise. Pursuant to a subscription agreement entered into in connection with the Arrangement, the Funds are subject to a six month contractual lockup with respect to the Limited Voting Shares acquired by them in the Arrangement, subject to certain exceptions. Any transaction that GSO or the Funds may pursue may, subject to the terms of the Investor Rights Agreement, be made at any time and from time to time without prior notice and will depend on a variety of factors, including, without limitation, the price and availability of the Issuer's securities or other financial instruments, GSO's and the Funds' trading and investment strategies, subsequent developments affecting the Issuer, the Issuer's business and the Issuer's prospects, other investment and business opportunities available to GSO and the Funds general industry and economic conditions, the securities markets in general, tax considerations and other factors deemed relevant by GSO and the Funds.

At an appropriate time in the future, GSO and the Funds intend to elect a second director to the Board, which as holders of all the Class A Special Shares, the Funds are entitled to do.

The issuance of this press release is not an admission that any entity named in this press release owns or controls any described securities or is a joint actor with another named entity.

The Issuer's head office address is 5770 Hurontario Street, Suite 310, Mississauga, Ontario L5R 3G5.

GSO will be filing an early warning report under the SEDAR profile of Concordia International Corp. at www.sedar.com. For additional information, or for a copy of the early warning report, please contact:

Andrew Dowler
GSO Capital Partners LP
345 Park Avenue, 31st Floor, New York, NY 10154, U.S.A.
Phone: +44 (0)20 7451 4275


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