Attached files
| file | filename |
|---|---|
| EX-99.2 - EX-99.2 - Allergan plc | d201936dex992.htm |
| EX-99.1 - EX-99.1 - Allergan plc | d201936dex991.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 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 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 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 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 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. | |