UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-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 28, 2020
Endo International plc
(Exact Name of Registrant as Specified in Its Charter)
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Ireland | | 001-36326 | | 68-0683755 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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First Floor, Minerva House, Simmonscourt Road | | |
Ballsbridge, Dublin 4, Ireland | | Not Applicable |
(Address of principal executive offices) | | (Zip Code) |
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Registrant’s telephone number, including area code: 011-353-1-268-2000 |
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Ordinary shares, nominal value $0.0001 per share | | ENDP | | The NASDAQ Global Select Market |
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 Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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 28, 2020, Endo International plc issued a supplement to the offering memorandum and consent solicitation statement, dated May 14, 2020 (the “Offering Memorandum and Consent Solicitation Statement”) related to the previously announced Exchange Offers and Consent Solicitations by wholly owned subsidiaries Par Pharmaceutical, Inc., a New York corporation, Endo Designated Activity Company, a designated activity company incorporated under the laws of Ireland, Endo Finance LLC, a Delaware limited liability company and Endo Finco Inc., a Delaware corporation. The terms used but not defined herein have the same meanings ascribed to them in the Offering Memorandum and Consent Solicitation Statement.
The supplement amends and supplements certain information in the Offering Memorandum and Consent Solicitation Statement to (i) change the mix of New Notes comprising the Total Consideration payable for validly tendered (and not validly withdrawn) Old 5.375% 2023 Notes and extend the Early Tender Deadline for the Old 5.375% 2023 Notes Exchange Offer and related Consent Solicitation (but not for any other Exchange Offer) to the current Expiration Date (11:59 p.m., New York City time, on June 11, 2020), unless further extended and (ii) make certain amendments to the terms of the New Second Lien Notes. The Total Consideration for Old 5.375% 2023 Notes will now consist of up to $50,000,000 aggregate principal amount of New First Lien Notes and up to $160,440,000 aggregate principal amount of New Second Lien Notes. As a result, the total amount of New First Lien Notes to be issued in the Exchange Offers is being increased by up to $50,000,000. The supplement does not impact the Withdrawal Deadline for the Old 5.375% 2023 Notes which will remain 5:00 p.m., New York City time, on May 28, 2020, unless extended. The Total Consideration and Exchange Consideration, as applicable, payable in connection with the Old 6.000% 2023 Notes Exchange Offer and the Old 6.000% 2025 Notes Exchange Offer will not be changed. Additionally, the Early Tender Deadline and Withdrawal Deadline for each of the Old 6.000% 2023 Notes Exchange Offer and related Consent Solicitation and the Old 6.000% 2025 Notes Exchange Offer and related Consent Solicitation will not be extended and will each remain 5:00 p.m., New York City time, on May 28, 2020, unless extended.
This report is neither an offer to purchase nor a solicitation of an offer to sell any securities. The Exchange Offers and Consent Solicitations will be made only pursuant to a confidential offering memorandum and consent solicitation statement, as supplemented, and only to persons certifying that they are (i) in the United States and “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act (that are also institutional “accredited investors” within the meaning of Rule 501 of Regulation D of the Securities Act), or (ii) not “U.S. persons” and are outside of the United States (and are not acting for the account or benefit of a U.S. person) within the meaning of Regulation S under the Securities Act.
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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ENDO INTERNATIONAL PLC |
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By: | | /s/ Matthew J. Maletta |
| | Matthew J. Maletta |
| | Executive Vice President, Chief Legal Officer |
Date: May 28, 2020
