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): January 6, 2014

SAVIENT PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	0-15313	13-3033811
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

400 Crossing Boulevard Bridgewater, NJ	08807
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (732) 418-9300

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:

¨ 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 7.01. Regulation FD Disclosure.

As previously announced, on October 14, 2013, Savient Pharmaceuticals, Inc. (the “Company”) and its subsidiary, Savient Pharma Holdings, Inc. (collectively, the “Debtors”), filed voluntary petitions (the “Chapter 11 Cases”) for relief under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).

As previously disclosed, on December 13, 2013, the Bankruptcy Court approved a final provisional order on the Debtors’ use of cash collateral. The final form of order did not attach a final cash collateral budget and contemplated that the Debtors, the Official Committee of Unsecured Creditors and the Senior Secured Noteholders would roll forward the existing budget previously filed with the Bankruptcy Court (included in the Debtors’ Initial Monthly Operating Report attached to the Company’s Current Report on Form 8-K filed on November 6, 2013) and work in good faith with regard to certain line items in the budget. On December 30, 2013, the Debtors filed a Notice of Current Working Draft of Cash Collateral Budget and Illustrative Sources and Uses with the Bankruptcy Court attaching the current working draft of the cash collateral budget and an illustrative sources and uses calculation. On January 6, 2014, the Debtors, the Official Committee of Unsecured Creditors and the Unofficial Committee of Senior Secured Noteholders agreed on the final form of cash collateral budget, which assumes the closing of the sale of substantially all of the Debtors’ assets and certain liabilities to Crealta Pharmaceuticals LLC (the “Sale Transaction”) during the week ending January 10, 2014. The final form of cash collateral budget was filed with the Bankruptcy Court on January 6, 2014 with the Certification of Counsel Regarding Final Cash Collateral Order and Budget (the “Certification”).

Closing of the Sale Transaction remains subject to various closing conditions.

The Certification is attached hereto as Exhibit 99.1.

Cautionary Statement Regarding the Certification

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Certification, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The information contained in the Certification is limited in scope and has been prepared solely for the purpose of complying with requirements of the Bankruptcy Court. The financial information contained in the Certification was not reviewed by independent accountants, is in a format prescribed by applicable bankruptcy laws, and is subject to future adjustment. The financial information contained in the Certification is not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and, therefore, may exclude items required by GAAP, such as certain reclassifications, eliminations, accruals, valuations and disclosures. The financial information contained in the Certification also relates to periods which are different from the historical periods required in the Company’s reports pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K and Exhibit 99.1 hereto (collectively, this “Current Report”) may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those involving future events and future results that are based on current expectations, estimates, forecasts, and projections as well as the current beliefs and assumptions of the Company’s management. Forward-looking statements may be identified by words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “may,” “predict,” “will,” “would,” “could,” “should,” “target” and similar expressions. All statements contained in this Current Report that are not statements of historical fact and other estimates, projections, future trends and the outcome of events that have not yet occurred referenced in this Current Report should be considered forward-looking statements. Actual results or events could differ materially from those indicated in forward-looking statements as a result of risks and uncertainties, including, among others, the potential adverse impact of the Chapter 11 Cases on the Company’s liquidity or results of operations, changes in the Company’s ability to meet financial obligations during the Chapter 11 process or to maintain contracts that are critical to the Company’s operations, the outcome or timing of the Chapter 11 process and the related proposed asset sale, the effect of the Chapter 11 Cases or proposed asset sale on the Company’s relationships with third parties, regulatory authorities and employees, proceedings that may be brought by third parties in connection with the Chapter 11 process or the proposed asset sale or conditions to the proposed asset sale, and the timing or amount of any distributions to the Company’s stakeholders. Many of such factors relate to events and circumstances that are beyond the Company’s control. You should not place undue reliance on forward-looking statements. The Company does not assume any obligation to update the information contained in this Current Report.

Limitation on Incorporation by Reference

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report is being furnished for informational purposes only and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing. The filing of this current report (including Exhibit 99.1 attached hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely by Regulation FD.

Additional Information regarding the Chapter 11 Cases

Additional information regarding the Chapter 11 Cases is available at www.gcginc.com/cases/svnt. This link is provided for convenience only. Such information shall not be deemed to be incorporated by reference herein.

Item 9.01.  Financial Statements and Exhibits.

  (d) Exhibits:

99.1 Certification of Counsel Regarding Final Cash Collateral Order and Budget, dated January 6, 2014.

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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.

	SAVIENT PHARMACEUTICALS, INC.
Date: January 7, 2014	By:	/s/ Philip K. Yachmetz
		Name:	Philip K. Yachmetz
		Title:	Co-President and Chief Business Officer

INDEX TO EXHIBITS

Exhibit     No.	Description
99.1	Certification of Counsel Regarding Final Cash Collateral Order and Budget, dated January 6, 2014.

EX-99.1

Exhibit 99.1

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -  - -	x
	:	Chapter 11
In re:	:
	:	Case No. 13-12680 (MFW)
SAVIENT PHARMACEUTICALS, INC.,	:
et al.,	:	Jointly Administered
	:
Debtors.1	:	Related to Docket Nos. 16, 43, 250, 295
	:
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -  - -	x

CERTIFICATION OF COUNSEL REGARDING

FINAL CASH COLLATERAL ORDER AND BUDGET

The undersigned, counsel to the debtors and debtors-in-possession in the above-

captioned cases (the “Debtors”), hereby certifies as follows:

On October 14, 2013, the Debtors filed the Debtors’ Motion For Interim And

Final Orders Under 11 U.S.C. §§ 105, 361, 362, 363, 507(b), Fed. R. Bankr. P. 4001, 6004(h),

7062 And 9014 And Del. Bankr. L.R. 4001-2 (I) Authorizing The Debtors To Use Cash

Collateral, (II) Granting Adequate Protection To Prepetition Secured Noteholders, And

(III) Scheduling Final Hearing Pursuant To Fed. R. Bankr. P. 4001(B) [Docket No. 16] (the

“Motion”).

On October 16, 2013, United States Bankruptcy Court for the District of

Delaware (the “Bankruptcy Court”) entered the Interim Order Under 11 U.S.C. §§ 105, 361, 362,

363, 507(b), Fed. R. Bankr. P. 4001, 6004(h), 7062, And 9014 And Del. Bankr. L.R. 4001-2

(I) Authorizing The Debtors To Use Cash Collateral, (II) Granting Adequate Protection to

¹  The Debtors and the last four digits of their respective taxpayer identification numbers are as follows:

Savient Pharmaceuticals, Inc. (3811); and Savient Pharma Holdings, Inc. (0701). The address of the

Debtors’ corporate headquarters is 400 Crossing Boulevard, 3rd Floor, Bridgewater, New Jersey 08807.

Docket No. 306

Date Filed: 1/6/14

Prepetition Secured Noteholders, (III) Scheduling a Final Hearing Pursuant to Fed. R. Bankr. P.

4001(B), and (IV) Granting Related Relief [Docket No. 43] (the “Interim Order”).

On December 13, 2013, the Bankruptcy Court entered the Final Provisional Order

Under 11 U.S.C. §§ 105, 361, 362, 363, 507(b), Fed. R. Bankr. P. 4001, 6004(h), 7062, And

9014 And Del. Bankr. L.R. 4001-2 (I) Authorizing The Debtors To Use Cash Collateral,

(II) Granting Adequate Protection To Prepetition Secured Noteholders, And (III) Granting

Related Relief [Docket No. 250] (the “Final Provisional Order”).²

The Final Provisional Order provided that any party in interest objecting to the

entry of such order was required to file and serve a written objection by December 27, 2013. No

objection to entry of the Final Provisional Order was filed or served.

The Final Provisional Order did not attach a final cash collateral Budget. Rather,

the order provided that “[d]uring the period from December 13, 2013 to December 20, 2013, the

Parties shall roll forward the existing Budget which shall be deemed adjusted to increase the 13-

week cash and accrual line items consistent with previous weeks to account for the later than

anticipated closing of the Sale and the fees and costs resulting therefrom and shall work in good

faith with regard to certain line items in the Budget.” Final Provisional Order at ¶ 18(d), fn. 4.

On December 30, 2013, the Debtors filed the Notice Of Filing Of Current

Working Draft Of Cash Collateral Budget And Illustrative Sources And Uses [Docket No. 295],

which notice attached, among other things, a working draft of the cash collateral Budget.

The Debtors, the Unofficial Committee of Senior Secured Noteholders and the

Committee have negotiated in good faith and agreed on the final form of cash collateral Budget.

²  Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the

Final Provisional Order.

2

Attached hereto are the final forms of the 13-Week Budget (Exhibit A) and Accrual Budget (Exhibit A-1).

Dated:	Wilmington, Delaware
	January 6, 2014
		SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
		/s/ Dain A. De Souza
		Anthony W. Clark (I.D. No. 2051)
		Dain A. De Souza (I.D. No. 5737)
		One Rodney Square
		P.O. Box 636
		Wilmington, Delaware 19899-0636
		Telephone: (302) 651-3000
		Fax: (302) 651-3001
		- and -
		Kenneth S. Ziman
		David M. Turetsky
		Four Times Square
		New York, New York 10036-6522
		Telephone: (212) 735-3000
		Fax: (212) 735-2000
		- and -
		COLE, SCHOTZ, MEISEL, FORMAN
		& LEONARD, P.A.
		David R. Hurst (I.D. No. 3743)
		J. Kate Stickles (I.D. No. 2917)
		500 Delaware Avenue, Suite 1410
		Wilmington, Delaware 19801
		Telephone: (302) 652-3131
		Facsimile: (302) 652-3117
		Counsel for Debtors and Debtors-in-Possession

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EXHIBIT A

13-Week Budget

EXHIBIT A: 13-WEEK BUDGET

	Week				11			12			13			14		15		16		17		18		19		20		21		22		23		TOTAL
		Actual Weeks 1-10			Est. W/E 12/27/13			Est. W/E 01/03/14			Est. W/E 01/10/14			Est. W/E 01/17/14		Est. W/E 01/24/14		Est. W/E 01/31/14		Est. W/E 02/07/14		Est. W/E 02/14/14		Est. W/E 02/21/14		Est. W/E 02/28/14		Est. W/E 03/07/14		Est. W/E 03/14/14		Est. W/E 03/21/14
Beginning Cash Balance			$27,744			$19,777			$19,556			$18,580
Total Cash Collections			$4,561			$400			$400			$475																							$5,836
Disbursements:
Payroll Related			(2,373	)		-			(493	)		(1,174	)		-		-		-		-		-		-		-		-		-		-		(4,040	)
Concur			(202	)		(50	)		(50	)		(50	)		-		-		-		-		-		-		-		-		-		-		(352	)
Board Fees			(105	)		-			(97	)		(42	)		-		-		-		-		-		-		-		-		-		-		(244	)
Royalty Payments			-			-			-			-			-		-		-		-		-		-		-		-		-		-		-
Distribution Fees (a)			(24	)		-			-			(234	)		-		-		-		-		-		-		-		-		-		-		(258	)
Taxes			(32	)		-			-			-			-		-		-		-		-		-		-		-		-		-		(32	)
Rent			(374	)		-			-			-			-		-		-		-		-		-		-		-		-		-		(374	)
Other (a)			(919	)		(100	)		(569	)		(530	)		-		-		-		-		-		-		-		-		-		-		(2,118	)
HSR Related (a)			(146	)		(100	)		(150	)		(904	)		-		-		-		-		-		-		-		-		-		-		(1,300	)
Transition Services (a)			-			(362	)		(3	)		(234	)		-		-		-		-		-		-		-		-		-		-		(600	)
Accrual Budget Amounts (f.k.a. Restructuring Costs)			(353	)		(9	)		(14	)		(14	)		-		-		-		-		-		-		-		-		-		-		(389	)
Total Disbursements			($4,528	)		($621	)		($1,377	)		($3,182	)		-		-		-		-		-		-		-		-		-		-		($9,707	)
Adequate Protection Payment			($8,000	)		-			-			-			-		-		-		-		-		-		-		-		-		-		($8,000	)
Net Change in Cash			($7,967	)		($221	)		($977	)		($2,707	)
Ending Cash Balance			$19,777			$19,556			$18,580			$15,873

Note: Does not reflect any cash collections or amounts under the Accrual Budget following closing (estimated on 1/10/14).

Note: The Budget is based on a closing of 1/10/14 for the Sale; the Budget will be adjusted upward or downward consistent with previous cash and accrual costs to account for a closing date that occurs before or after 1/10/14.

(a) Amounts shown in weeks ending 12/27/13, 1/3/14 and 1/10/14 are estimates for all remaining disbursements to be made before and after assumed closing date (estimated on 1/10/14).

EXHIBIT A-1

Accrual Budget

EXHIBIT A-1: ACCRUAL BUDGET

ACCRUAL BUDGET
	Oct-13		Nov-13		Dec-13		Jan-14		Feb-14		Mar-14		Apr-14		May-14		Total
Company Advisors:
Skadden	$	1.90	$	1.00	$	0.75		-		-		-		-		-	$	3.65
Lazard		0.15		0.15		2.19		-		-		-		-		-		2.49
Cole Schotz		0.18		0.25		0.45		0.25		0.28		0.21		0.26		0.13		2.00
Deloitte		0.04		0.08		0.04		-		-		-		-		-		0.16
Kramer Levin		0.10		0.13		0.09		-		-		-		-		-		0.31
Joelle Frank		0.03		0.05		0.03		-		-		-		-		-		0.10
GCG (Claims Agent)		0.39		0.08		0.10		0.08		0.14		0.08		0.10		0.03		0.98
Subtotal Company Advisors	$	2.78	$	1.73	$	3.64	$	0.33	$	0.41	$	0.29	$	0.36	$	0.16	$	9.68
Secured Lender Advisor:
Secured Lender Counsel	$	0.40	$	0.30	$	0.17	$	0.04	$	0.04	$	0.04	$	0.04	$	0.03	$	1.08
Subtotal Secured Lender Advisor	$	0.40	$	0.30	$	0.17	$	0.04	$	0.04	$	0.04	$	0.04	$	0.03	$	1.08
UCC Advisors:
Legal Advisor		-		-		-		-		-		-		-		-		-
Financial Advisor		-		-		-		-		-		-		-		-		-
Other		-		-		-		0.03		0.03		0.03		0.03		-		0.10
Subtotal UCC Advisors	$	0.00	$	0.00	$	0.00	$	0.03	$	0.03	$	0.03	$	0.03	$	0.00	$	0.10
Other Expenses:
Court and U.S. Trustee Fees	$	0.03	$	0.03	$	0.04	$	0.01	$	0.01	$	0.01	$	0.01	$	0.01	$	0.12
Operational Wind-Down Expenses		-		-		0.03		0.06		0.06		0.04		0.04		0.04		0.27
Liquidating Trust		-		-		-		-		-		0.20		-		-		0.20
Employee-Related Costs (after-sale)		0.08		-		-		1.14		-		-		-		-		1.22
Contingency and Expenses		0.31		0.34		0.55		0.07		0.09		0.09		0.08		0.04		1.57
Subtotal Other	$	0.42	$	0.36	$	0.61	$	1.28	$	0.15	$	0.34	$	0.12	$	0.09	$	3.38
Total	$	3.59	$	2.39	$	4.42	$	1.68	$	0.63	$	0.70	$	0.55	$	0.28	$	14.24

Note: For purposes of measuring fees and expenses against the amounts set forth in this Accrual Budget, the amounts set forth in this Accrual Budget are estimated accruals, not cash payments, with the excess of accrual over actual for any month (or months) to be carried over into and increase the subsequent month’s Budget.