Allergan plc - FORM 8-K - May 10, 2017

Attached files

file filename
EX-99.2 - EX-99.2 - Allergan plcd392486dex992.htm
EX-99.1 - EX-99.1 - Allergan plcd392486dex991.htm

 

 

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 10, 2017 (May 10, 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 Form 8-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 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)

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).

 

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 10, 2017, Allergan plc (the “Company”) issued a press release announcing that 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, have commenced tender offers (the “Tender Offers”) 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 10, 2017, the Company also issued a press release announcing that, subject to market and other conditions, the Company expects to commence an offering of euro-denominated senior unsecured notes in multiple tranches in the coming weeks to fund the Tender Offer and for general corporate purposes.

Copies of the press releases issued by the Company are attached as Exhibit 99.1 and 99.2 to this Current Report on Form 8-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 Tender Offers by Certain Subsidiaries” dated May 10, 2017.
99.2    Press Release of Allergan plc entitled “Allergan Announces Proposed Public Offering of Senior Notes to Refinance Existing Debt” dated May 10, 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 10, 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 Tender Offers by Certain Subsidiaries” dated May 10, 2017.
99.2    Press Release of Allergan plc entitled “Allergan Announces Proposed Public Offering of Senior Notes to Refinance Existing Debt” dated May 10, 2017.

Allergan plc Reports