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): June 10, 2015 (June 10, 2015)
ENDO INTERNATIONAL PLC
(Exact Name of Registrant as Specified in Charter)
Ireland | 001-36326 | Not Applicable | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
First Floor, Minerva House, Simmonscourt Road, Ballsbridge, Dublin 4, Ireland
(Address of principal executive offices)
Registrants telephone number, including area code 011-353-1-268-2000
Not Applicable
Former name or former address, if changed since last report
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)) |
Item 8.01 | Other Events. |
On June 10, 2015, Endo International plc (the Company) completed the sale of 27,627,628 ordinary shares (the Ordinary Shares) in connection with its previously announced registered offering of Ordinary Shares, including 3,603,603 Ordinary Shares sold upon the exercise in full by the underwriters of their option to purchase additional Ordinary Shares from the Company. The Ordinary Shares have been registered under the Securities Act of 1933 pursuant to a registration statement on Form S-3 (File No. 333-204657) that was filed with the Securities and Exchange Commission on June 2, 2015.
A copy of the legal opinion of A&L Goodbody relating to the validity of the Ordinary Shares is filed as Exhibit 5.1 hereto. A copy of the press release announcing the closing of the offering is attached as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit |
Description | |
5.1 | Opinion of A&L Goodbody | |
23.1 | Consent of A&L Goodbody (included in Exhibit 5.1) | |
99.1 | Press Release announcing the closing of the offering, dated June 10, 2015 |
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.
ENDO INTERNATIONAL PLC | ||
By: | /s/ Matthew J. Maletta | |
Name: | Matthew J. Maletta | |
Title: | Executive Vice President, Chief Legal Officer |
Date: June 10, 2015
EXHIBIT INDEX
Exhibit |
Description | |
5.1 | Opinion of A&L Goodbody | |
23.1 | Consent of A&L Goodbody (included in Exhibit 5.1) | |
99.1 | Press Release announcing the closing of the offering, dated June 10, 2015 |
Dublin Belfast London New York San Francisco Palo Alto | ||||||||||||||||||||
P.M. Law | V.J. Power | S. ORiordan | E.A. Roberts | D. Widger | J.B. Somerville | D. Main | P.T. Fahy | A. Casey | G. Stanley | C. Morrissey | ||||||||||
C.E. Gill | L.A. Kennedy | M.P. McKenna | C. Rogers | C. Christle | M.F. Barr | J. Cahir | A.J. Johnston | B. Hosty | D. Dagostino | |||||||||||
E.M. Fitzgerald | S.M. Doggett | K.A. Feeney | G. OToole | S. OCroinin | A.M. Curran | M. Traynor | M. Rasdale | M. OBrien | E. Keane | |||||||||||
B.M. Cotter | B. McDermott | M. Sherlock | J.N. Kelly | J.W. Yarr | A. Roberts | P.M. Murray | D. Inverarity | K. Killalea | C. Clarkin | |||||||||||
J. G. Grennan | C. Duffy | E.P. Conlon | N. OSullivan | D.R. Baxter | M. Dale | N. Ryan | M. Coghlan | L. Mulleady | R. Grey | |||||||||||
J. Coman | E.M. Brady | E. MacNeill | M.J. Ward | A. McCarthy | C. McCourt | P. Walker | D.R. Francis | K. Ryan | R. Lyons | |||||||||||
P.D. White | P.V. Maher | K.P. Allen | A.C. Burke | J.F. Whelan | R.M. Moore | K. Furlong | L.A. Murphy | E. Hurley | J. Sheehy | |||||||||||
Consultants: J.R. Osborne S.W. Haughey T.V. OConnor Professor J.C.W. Wylie A.F. Browne M.A. Greene A.V. Fanagan J.A. OFarrell I.B. Moore J.H. Hickson |
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Exhibit 99.1
For Immediate Release | CONTACT: | |||
Investors/Media: | Investors: | Media: | ||
Keri P. Mattox | Jonathan Neely | Heather Zoumas Lubeski | ||
(484) 216-7912 | (484) 216-6645 | (484) 216-6829 |
Endo International plc Closes Offering of 27,627,628 Ordinary Shares
DUBLIN, June 10, 2015 Endo International plc (NASDAQ: ENDP) (TSX: ENL) (the Company or Endo) today announced the closing of its previously announced registered offering of ordinary shares (the Offering). Pursuant to the Offering, the Company issued 27,627,628 ordinary shares, including 3,603,603 ordinary shares sold upon the exercise in full by the underwriters of their option to purchase additional ordinary shares from the Company, at a price of $83.25 per share, for aggregate gross proceeds of approximately $2.3 billion.
The Company expects to use the net proceeds of the Offering, together with the proceeds of additional indebtedness and cash on hand, to fund the previously announced acquisition of Par Pharmaceutical Holdings, Inc. (Par), as well as repayments of indebtedness of Par and certain transaction expenses. The Company intends to use any remaining proceeds for general corporate purposes, including acquisitions and debt repayments. If the Par acquisition is not consummated, the Company plans to use the net proceeds of the Offering for general corporate purposes, including acquisitions and debt repayments.
Goldman, Sachs & Co., J.P. Morgan, Barclays and Deutsche Bank Securities acted as joint bookrunning managers and as representatives of the underwriters for the offering. In addition, RBC Capital Markets acted as a bookrunning manager and Citigroup, Morgan Stanley, MUFG, SunTrust Robinson Humphrey and TD Securities acted as co-managers for the Offering.
A shelf registration statement on Form S-3 was filed with the U.S. Securities and Exchange Commission (the SEC) on June 2, 2015 and is effective. A final prospectus supplement relating to the Offering (the Prospectus) has been filed with the SEC and is available on the SECs website at www.sec.gov. Alternatively, a copy of the Prospectus may be obtained from the offices of Goldman, Sachs & Co., by mail, Attn: Prospectus Department, 200 West Street, New York, NY 10282, by facsimile: 212-902-9316, by email: prospectus-ny@ny.email.gs.com; or by telephone: 866-471-2526; J.P. Morgan, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, telephone: 1-866-803-9204; Barclays Capital Inc., Attn: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, by telephone: 888-603-5847 or by email: barclaysprospectus@broadridge.com; and Deutsche Bank Securities Inc., Attn: Prospectus Department, 60 Wall Street, New York, New York 10005, telephone: 800-503-4611 or email: prospectus.cpdg@db.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About Endo
Endo International plc is a global specialty pharmaceutical company focused on improving patients lives while creating shareholder value. Endo develops, manufactures, markets and distributes quality branded pharmaceutical and generic pharmaceutical products as well as over-the-counter medications through its operating companies. Endo has global headquarters in Dublin, Ireland, and U.S. headquarters in Malvern, PA.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Canadian securities legislation. These forward-looking statements include the following: Endos financing plans and the use of proceeds of the proposed offering, the consummation of the proposed acquisition of Par, and the repayment and redemption of indebtedness of Par. Also, statements including words such as believes, expects, anticipates, intends, estimates, plan, will, may or similar expressions are forward-looking statements. Endo has based these forward-looking statements on its current expectations and projections about the growth of its business, its financial performance and the development of its industry. Because these statements reflect Endos current views concerning future events, these forward-looking statements involve risks and uncertainties. Additional risks and uncertainties relating to the Offering, Endo, Par and Endos business are discussed in the documents filed by Endo with securities regulators in the United States and Canada, including under the caption Risk Factors in Endos Form 10-K, Form 10-Q and Form 8-K filings, as applicable, with the SEC and with securities regulators in Canada on the System for Electronic Document Analysis and Retrieval (SEDAR) and in the final prospectus supplement relating to the Offering filed with the SEC and as otherwise enumerated herein or therein. The forward-looking statements in this press release are qualified by these risk factors and other important factors. These are important factors that, individually or in the aggregate, could cause our actual results to differ materially from expected and historical results. Endo assumes no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required under applicable securities law.
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