Subsequent Events

9 Months Ended

Sep. 30, 2023

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

Up-C Corporate Structure Elimination

On October 17, 2023, the Company, Amneal and a representative of the Amneal Group, executed a binding term sheet (the “Term Sheet”) pursuant to which the Company and Amneal have agreed to reorganize and simplify the Company’s corporate structure by eliminating the Company’s umbrella partnership-C-corporation (“Up-C”) structure and converting to a more traditional structure whereby all stockholders hold their voting and economic interests directly through the public company (the “Reorganization”).

On November 7, 2023, the Company implemented the Reorganization. Following the implementation, Amneal Pharmaceuticals, Inc. (“Old PubCo”) became a wholly owned subsidiary of a new holding company, Amneal NewCo Inc. (“New PubCo”), which replaced Old PubCo as the public company trading on the New York Stock Exchange under Old PubCo’s ticker symbol “AMRX.” In addition, New PubCo changed its name to “Amneal Pharmaceuticals, Inc.” and Old PubCo changed its name to “Amneal Intermediate Inc.” In connection with the Reorganization, holders of shares of class A common stock, par value $0.01 per share, of Old PubCo (“Old PubCo Class A Common Stock”) ceased to hold such shares and received an equivalent number of shares of class A common stock, par value $0.01 per share, of New PubCo that have the same voting and economic rights as Old PubCo Class A Common Stock. Additionally, holders of shares of class B common stock, par value $0.01 per share, of Old PubCo (“Old PubCo Class B Common Stock”), ceased to hold such shares and received an equivalent number of shares of class A common stock, par value $0.01 per share, of New PubCo that have the same voting and economic rights as Old PubCo Class A Common Stock. All outstanding shares of OldPubCo Class B Common Stock were surrendered and canceled. Accordingly, upon consummation of the Reorganization, Old PubCo stockholders automatically became

stockholders of New PubCo, on a one-for-one basis, with the same number and ownership percentage of shares they held in Old PubCo immediately prior to the effective time of the Reorganization.

Additionally, the parties have agreed to reduce the Company’s future obligation to pay 85% of the tax benefits subject to the TRA (as described in Note 7. Income Taxes) to 75% of such tax benefits. The Reorganization will not cause the acceleration of payments under the TRA.

Rondo Term Loan and Amended Rondo Revolving Credit Facility Payments

During October 2023, the Company prepaid $20.0 million of principal outstanding on the Rondo Term Loan from cash on hand and repaid $6.0 million of borrowings from the Amended Rondo Revolving Credit Facility from cash on hand.

Mabxience License Agreement

On October 12, 2023, the Company announced that it entered into a licensing and supply agreement with Mabxience S.L. to be the exclusive U.S. partner for two indications of denosumab, biosimilars referencing Prolia® and XGEVA®. Upon execution, the Company paid $2.5 million to Mabxcience, which will be recorded as research and development expense during the three months ended December 31, 2023. In addition, the agreement provides for potential future milestone payments to Mabxience of up to $71.5 million, as follows: (i) up to $9.0 million relating to clinical and developmental milestones; (ii) up to $15.0 million for regulatory approval and initial commercial launch milestones; and (iii) up to $47.5 million for the achievement of annual commercial milestones.