Warner Chilcott 8-K Allergan Announces Early Tender Results and Upsizing of Tender Offers by Certain Subsidiaries

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 24, 2017 (May 24, 2017)

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.  ☐

Item 8.01. Other Events.

On May 24, 2017, Allergan plc (the “Company”) issued a press release announcing the early tender results and the upsizing of the previously announced tender offers (the “Tender Offers”) commenced by its indirectly wholly owned subsidiaries Allergan Funding SCS, Allergan Finance LLC, Forest Laboratories, LLC and Allergan, Inc. (each, a “Subsidiary”), each as co-offeror with the Company’s indirectly wholly owned subsidiary Warner Chilcott Limited, to purchase for cash certain outstanding debt securities issued by each of the Subsidiaries on the terms and subject to the conditions set forth in the Offer to Purchase dated May 10, 2017 and the accompanying Letter of Transmittal dated May 10, 2017.

On May 24, 2017, the Company also issued a press release announcing the pricing of the Tender Offers.

Copies of the press releases issued by the Company are attached as Exhibit 99.1 and 99.2 to this Current Report on Form8-K and are incorporated into this Item 8.01 by reference.

Item 9.01 Financial Statements and Exhibits.

d. Exhibits:

99.1	Press Release of Allergan plc entitled “Allergan Announces Early Tender Results and Upsizing of Tender Offers by Certain Subsidiaries” dated May 24, 2017.
99.2	Press Release of Allergan plc entitled “Allergan Announces Pricing of Tender Offers by Certain Subsidiaries” dated May 24, 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.

Dated: May 24, 2017	Allergan plc
	By:	/s/ A. Robert D. Bailey
		A. Robert D. Bailey
		Chief Legal Officer and Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of Allergan plc entitled “Allergan Announces Early Tender Results and Upsizing of Tender Offers by Certain Subsidiaries” dated May 24, 2017.
99.2	Press Release of Allergan plc entitled “Allergan Announces Pricing of Tender Offers by Certain Subsidiaries” dated May 24, 2017.