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 29, 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.) |
| | |
First Floor, Minerva House, Simmonscourt Road Ballsbridge, Dublin 4, Ireland | | Not Applicable |
(Address of principal executive offices) | | (Zip Code) |
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 29, 2020, Endo International plc issued a press release announcing the early tender results of 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 DAC”), Endo Finance LLC, a Delaware limited liability company (“Endo Finance”), and Endo Finco Inc., a Delaware corporation (“Endo Finco”), for the outstanding 6.000% Senior Unsecured Notes due 2023 issued by Endo DAC (f/k/a Endo Limited), Endo Finance and Endo Finco (the “Old 6.000% 2023 Notes”) and the outstanding 6.000% Senior Unsecured Notes due 2025 issued by Endo DAC (f/k/a Endo Limited), Endo Finance and Endo Finco (the “Old 6.000% 2025 Notes”). These exchange offers and related consent solicitations, together with the previously announced exchange offer and consent solicitation for the outstanding 5.375% Senior Unsecured Notes due 2023 issued by Endo Finance and Endo Finco (the “Old 5.375% 2023 Notes”), are each being made upon the terms and subject to the conditions set forth in the Offering Memorandum and Consent Solicitation Statement, dated May 14, 2020, as supplemented on May 28, 2020 (the “Supplement” and, as supplemented, the “Offering Memorandum and Consent Solicitation Statement”). The Supplement, among other matters, extended the early tender deadline for the Old 5.375% 2023 Notes exchange offer and related consent solicitation (but not for any other exchange offer or consent solicitation) to the current expiration date (11:59 p.m., New York City time, on June 11, 2020), unless further extended (all references to the “early tender deadline” in respect of the Old 5.375% 2023 Notes exchange offer shall herein mean the expiration date). As more fully set forth in the press release, approximately 95% and 97% of the Old 6.000% 2023 Notes and the Old 6.000% 2025 Notes, respectively, were tendered prior to the early tender deadline and the requisite consents were received in such exchange offers. Endo International plc will announce the aggregate principal amount of the Old 5.375% 2023 Notes that were validly tendered and not validly withdrawn promptly following the expiration date. As further noted in the Offering Memorandum and Consent Solicitation Statement, withdrawal rights have expired with respect to all of the exchange offers and related consent solicitations.
A copy of the press release announcing the currently available early tender results is attached hereto as Exhibit 99.1 and incorporated herein by reference.
This current report is neither an offer to purchase nor a solicitation of an offer to sell any securities. The exchange offers and related consent solicitations are being made only pursuant to the Exchange Offer and Consent Solicitation Statement, 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 of 1933, as amended (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.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
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Number | | | Description |
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| | 99.1 | | | Press Release |
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| | 104 | | | Cover Page Interactive Date File (embedded within the Inline XBRL document) |
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 29, 2020
