8-K

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 23, 2017 (May 23, 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 23, 2017, Allergan plc issued a press release announcing that it priced the offering of €2.7 billion in aggregate principal amount of four tranches of senior unsecured notes in a registered public offering to be issued by its indirect wholly-owned subsidiary, Allergan Funding SCS, and guaranteed by certain of its other subsidiaries, including Warner Chilcott Limited, a consolidated subsidiary of Allergan plc.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information in this Item 8.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or as otherwise subject to liability of that section, nor shall such information be deemed to be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

d. Exhibits:

99.1 Press Release of Allergan plc entitled “Allergan Announces Pricing of Public Offering of Senior Notes to Refinance Existing Debt” dated May 23, 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 23, 2017	Allergan plc
	By:	/s/ A. Robert D. Bailey
		A. Robert D. Bailey
		Chief Legal Officer and Corporate Secretary

Warner Chilcott Limited
By:	/s/ A. Robert D. Bailey
	A. Robert D. Bailey
	Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of Allergan plc entitled “Allergan Announces Pricing of Public Offering of Senior Notes to Refinance Existing Debt” dated May 23, 2017.

EX-99.1

Exhibit 99.1

NEWS RELEASE

CONTACTS:	Allergan:
	Investors:
	Daphne Karydas
	(862) 261-8006
	Media:
	Mark Marmur
	(862) 261-7558

Allergan Announces Pricing of Public Offering of Senior Notes to Refinance Existing Debt

DUBLIN, IRELAND– May 23, 2017 – Allergan plc (NYSE: AGN) today announced that it has priced an offering of €2.7 billion aggregate principal amount of senior unsecured notes (the “Notes”) in 4 tranches in a registered public offering. The Notes will be issued by its indirect wholly-owned subsidiary, Allergan Funding SCS (f.k.a. Actavis Funding SCS), and guaranteed by its indirect subsidiaries Warner Chilcott Limited, Allergan Capital S.à r.l. (f.k.a. Actavis Capital S.à r.l.) and Allergan Finance, LLC (f.k.a. Actavis, Inc.), as follows:

Description	Amount		Maturity		Price to Public
0.500% Senior Notes	€	750,000,000		Due 2021		99.537	%
1.250% Senior Notes	€	700,000,000		Due 2024		99.355	%
2.125% Senior Notes	€	550,000,000		Due 2029		99.465	%
Floating Rate Senior Notes*	€	700,000,000		Due 2019		100.102	%

* The Floating Rate Senior Notes due 2019 will bear interest at a floating rate equal to three-month EURIBOR plus 0.350% per annum.

The net proceeds from the offering of the Notes will be approximately €2.68 billion after estimated underwriting discounts payable by Allergan Funding SCS. Allergan plc intends to use the net proceeds from the offering of the Notes to fund the purchase of the existing USD notes validly tendered and accepted for purchase pursuant to the cash tender offer (the “Tender Offer”) previously commenced on May 10, 2017 by certain of its subsidiaries, including Allergan Funding SCS, as further described in the offer to purchase for the Tender Offer, to pay related

fees and expenses and, to the extent of any remaining proceeds, for general corporate purposes. The offering of the Notes is not conditioned on the completion of the Tender Offer. The offering is expected to close on May 26, 2017, subject to the satisfaction of customary closing conditions.

Barclays, BNP Paribas, HSBC, and Morgan Stanley (Sole Global Coordinator) are the joint book-running managers of the offering of the Notes. Additional joint book-running managers are BofA Merrill Lynch, Citigroup and Mizuho Securities.

The offering of the Notes is being made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (“SEC”).

The offering of the Notes will be made only by means of a prospectus supplement relating to the offering of the Notes and the accompanying base prospectus, copies of which may be obtained by contacting: Barclays at 1-888-603-5847, BNP Paribas at 1-800-854-5674, HSBC at 1-866-811-8049, and Morgan Stanley at 1-866-718-1649. These documents will also be filed with the SEC and will be available at the SEC’s website at http://www.sec.gov.

This press release does not constitute an offer to sell or solicitation of an offer to purchase with respect to any existing debt of Allergan plc or its subsidiaries, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or purchase would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

About Allergan plc

Allergan plc (NYSE: AGN), headquartered in Dublin, Ireland, is a bold, global pharmaceutical company and a leader in a new industry model – Growth Pharma. Allergan is focused on developing, manufacturing and commercializing branded pharmaceutical, device, biologic, surgical and regenerative medicine products for patients around the world.

Allergan markets a portfolio of leading brands and best-in-class products for the central nervous system, eye care, medical aesthetics and dermatology, gastroenterology, women’s health, urology and anti-infective therapeutic categories.

Allergan is an industry leader in Open Science, a model of research and development, which defines our approach to identifying and developing game-changing ideas and innovation for better patient care. With this approach, Allergan has built one of the broadest development pipelines in the pharmaceutical industry with 70+ mid-to-late stage pipeline programs currently in development.

Allergan’s success is powered by our more than 18,000 global colleagues’ commitment to being Bold for Life. Together, we build bridges, power ideas, act fast and drive results for our customers and patients around the world by always doing what is right.

With commercial operations in approximately 100 countries, Allergan is committed to working with physicians, healthcare providers and patients to deliver innovative and meaningful treatments that help people around the world live longer, healthier lives every day.

For more information, visit Allergan’s website at www.Allergan.com.

Forward-Looking Statement

Statements contained in this press release that refer to future events or other non-historical facts are forward-looking statements that reflect Allergan’s current perspective on existing trends and information as of the date of this release. Actual results may differ materially from Allergan’s current expectations depending upon a number of factors affecting Allergan’s business. These factors include, among others, the difficulty of predicting the timing or outcome of FDA approvals or actions, if any; the impact of competitive products and pricing; market acceptance of and continued demand for Allergan’s products; difficulties or delays in manufacturing; and other risks and uncertainties detailed in Allergan’s periodic public filings with the Securities and Exchange Commission, including but not limited to Allergan’s Annual Report on Form 10-K for the year ended December 31, 2016 and Allergan’s Quarterly Report on Form 10-Q for the period ended March 31, 2017. Except as expressly required by law, Allergan disclaims any intent or obligation to update these forward-looking statements.

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