UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 23, 2017 (May 23, 2017)
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Commission File Number | | Exact name of registrant as specified in its charter, principal office and address and telephone number | | State of incorporation or organization | | I.R.S. Employer Identification No. |
| 001-36867 | | Allergan plc Clonshaugh Business and Technology Park Coolock, Dublin, D17 E400, Ireland (862)261-7000 | | Ireland | | 98-1114402 |
| | | |
| 001-36887 | | Warner Chilcott Limited Cannon’s Court 22 | | Bermuda | | 98-0496358 |
| | Victoria Street | | | | |
| | Hamilton HM 12 | | | | |
| | Bermuda | | | | |
| | (441)295-2244 | | | | |
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
| | | | |
| Allergan plc | | YES ☐ | | NO ☒ |
| Warner Chilcott Limited | | YES ☐ | | NO ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On May 23, 2017, Allergan plc issued a press release announcing that it priced the offering of €2.7 billion in aggregate principal amount of four tranches of senior unsecured notes in a registered public offering to be issued by its indirect wholly-owned subsidiary, Allergan Funding SCS, and guaranteed by certain of its other subsidiaries, including Warner Chilcott Limited, a consolidated subsidiary of Allergan plc.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information in this Item 8.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or as otherwise subject to liability of that section, nor shall such information be deemed to be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended or the Exchange Act.
| Item 9.01 | Financial Statements and Exhibits. |
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| 99.1 | | Press Release of Allergan plc entitled “Allergan Announces Pricing of Public Offering of Senior Notes to Refinance Existing Debt” dated May 23, 2017. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Dated: May 23, 2017 | | | | Allergan plc |
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| | | | By: | | /s/ A. Robert D. Bailey |
| | | | | | A. Robert D. Bailey |
| | | | | | Chief Legal Officer and Corporate Secretary |
| | | | | | |
| | | | Warner Chilcott Limited |
| | | |
| | | | By: | | /s/ A. Robert D. Bailey |
| | | | | | A. Robert D. Bailey |
| | | | | | Corporate Secretary |
EXHIBIT INDEX
| | |
Exhibit
No. | | Description |
| |
| 99.1 | | Press Release of Allergan plc entitled “Allergan Announces Pricing of Public Offering of Senior Notes to Refinance Existing Debt” dated May 23, 2017. |
