Current Report Filing (8-k)
2018年1月3日 - 6:26AM
Edgar (US Regulatory)
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): January 2, 2018 (January 1, 2018)
ALLERGAN PLC
(Exact
Name of Registrant as Specified in Charter)
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Ireland
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001-36867
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98-1114402
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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Clonshaugh Business and Technology Park
Coolock, Dublin, D17 E400, Ireland
(Address of Principal Executive Offices)
(862)
261-7000
(Registrants telephone number, including area code)
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):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c)
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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). ☐
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 1.01
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Amendment of a Material Definitive Agreement.
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On January 1, 2018, in connection
with an internal reorganization, Forest Laboratories, LLC (Forest Labs), a wholly-owned subsidiary of Allergan plc (the Company), merged (the Merger) with and into Allergan Sales, LLC (Allergan Sales),
a wholly-owned subsidiary of the Company, with Allergan Sales being the surviving entity.
As a result of the Merger, on January 1,
2018, Allergan Sales acquired the existing and outstanding $450 million aggregate principal amount of the 4.875% Senior Notes due 2021 (the 4.875% Notes) issued by Forest Labs pursuant to an indenture (as amended and supplemented,
the 4.875% Notes Indenture), dated January 31, 2014, among Forest Labs, the Company, as guarantor (the Parent Guarantor), and Wells Fargo Bank, National Association, as trustee (the Trustee), and entered into
a supplemental indenture to the 4.875% Notes Indenture (the 4.875% Notes Supplemental Indenture), dated January 1, 2018, among Allergan Sales, the Parent Guarantor and the Trustee, pursuant to which Allergan Sales assumed Forest
Labs obligations with respect to the 4.875% Notes and the 4.875% Notes Indenture and the Parent Guarantor fully, unconditionally and irrevocably guaranteed Allergan Sales obligations under the 4.875% Notes Indenture and the 4.875% Notes.
Also as a result of the Merger, on January 1, 2018, Allergan Sales acquired the existing and outstanding $1,200 million
aggregate principal amount of the 5.00% Senior Notes due 2021 (the 5.00% Notes) issued by Forest Labs pursuant to an indenture (as amended and supplemented, the 5.00% Notes Indenture), dated December 10, 2013, among
Forest Labs, the Parent Guarantor and the Trustee, and entered into a supplemental indenture to the 5.00% Notes Indenture (the 5.00% Notes Supplemental Indenture), dated January 1, 2018, among Allergan Sales, the Parent Guarantor
and the Trustee, pursuant to which Allergan Sales assumed Forest Labs obligations with respect to the 5.00% Notes and the 5.00% Notes Indenture and the Parent Guarantor fully, unconditionally and irrevocably guaranteed Allergan Sales
obligations under the 5.00% Notes Indenture and the 5.00% Notes.
The foregoing description of the 4.875% Notes Supplemental Indenture and
the 5.00% Notes Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the text of the 4.875% Notes Supplemental Indenture and the 5.00% Notes Supplemental Indenture, which are attached as Exhibits
4.1 and 4.2 to this report and incorporated herein by reference.
Item 3.03
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Material Modification to Rights of Security Holders.
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The disclosure set forth above
under Item 1.01 is incorporated by reference into this Item 3.03.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit
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Description of Exhibit
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Exhibit 4.1
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4.875% Notes Supplemental Indenture, dated January 1, 2018, among Allergan Sales, LLC, Allergan plc, as guarantor, and Wells Fargo Bank, National Association, as trustee.
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Exhibit 4.2
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5.00% Notes Supplemental Indenture, dated January 1, 2018, among Allergan Sales, LLC, Allergan plc, as guarantor, and Wells Fargo Bank, National Association, as trustee.
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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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Dated: January 2, 2018
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Allergan plc
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By:
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/s/ A. Robert D. Bailey
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A. Robert D. Bailey
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Chief Legal Officer and Corporate Secretary
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