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): November 20, 2013

PERRIGO COMPANY

(Exact name of registrant as specified in its charter)

MICHIGAN	001-09689	38-2799573
(State of other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

515 Eastern Avenue, Allegan, Michigan

(Address of principal executive offices)

Registrant’s telephone number, including area code: (269) 673-8451

Not Applicable

(Former name or 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 CFR240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On November 19, 2013, Perrigo Company (the “Company”) received, pursuant to its previously announced tender offer (the “Tender Offer”) and consent solicitation (the “Consent Solicitation”) with respect to any and all of its outstanding 2.950% Notes due 2023 (the “Notes”), the requisite consents to adopt proposed amendments (the “Proposed Amendments”) to the indenture governing the Notes, as amended (the “Indenture”) that would eliminate substantially all of the restrictive covenants (other than, among other covenants, the covenant to pay interest and premium, if any, on, and principal of, the Notes when due) and certain event of default and defeasance provisions therein and reduce the minimum redemption notice period from 30 days to three business days. The Offer and Solicitation are being made upon the terms and subject to the conditions set forth in the Company’s Offer to Purchase and Consent Solicitation Statement dated November 5, 2013 (the “Statement”).

As of 5:00 p.m. New York City time on November 19, 2013, holders of $571,647,000 million aggregate principal amount of Notes, representing 95.27% of the outstanding Notes, had validly tendered and not withdrawn their Notes and submitted related consents. As a result, the requisite number of consents have been received with respect to the Consent Solicitation.

On November 20, 2013, the Company and Wells Fargo Bank, National Association, as trustee, executed the Second Supplemental Indenture (the “Second Supplemental Indenture”) to the Indenture implementing the Proposed Amendments. A copy of the Second Supplemental Indenture is attached hereto as Exhibit 4.1 and is incorporated herein by reference. The Second Supplemental Indenture became effective upon execution, but will not become operative unless and until the Company accepts the Notes for purchase pursuant to the terms and conditions described in the Statement, which is expected to be on or about December 23, 2013.

Item 8.01. Other Events

On November 21, 2013, the Company issued a press release announcing its receipt of the requisite consents pursuant to, and pricing of, the Tender Offer and Consent Solicitation. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Exhibit
4.1	Second Supplemental Indenture dated as of November 20, 2013, between the Company and Wells Fargo Bank, National Association, as Trustee.
99.1	Press Release dated November 21, 2013 announcing the receipt of the requisite consents pursuant to, and pricing of, the Tender Offer and Consent Solicitation.

Irish Takeover Rules

The directors of Perrigo accept responsibility for the information contained in this communication. To the best of the knowledge and belief of the directors of Perrigo (who have taken all reasonable care to ensure such is the case), the information contained in this communication is in accordance with the facts and does not omit anything likely to affect the import of such information.

Persons interested in 1 per cent or more of any relevant securities in Elan or Perrigo may have disclosure obligations under Rule 8.3 of the Irish Takeover Panel Act, 1997, Takeover Rules 2007 (as amended).

SIGNATURES

Pursuant to the requirement 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.

	PERRIGO COMPANY
	(Registrant)
	By:	/s/ Joseph C. Papa
Dated: November 21, 2013		Joseph C. Papa
		Chairman, President and Chief Executive Officer

Exhibit Index

Exhibit Number	Exhibit
4.1	Second Supplemental Indenture dated as of November 20, 2013, between the Company and Wells Fargo Bank, National Association, as Trustee.
99.1	Press Release dated November 21, 2013 announcing the receipt of the requisite consents pursuant to, and pricing of, the Tender Offer and Consent Solicitation.

EX-4.1

Exhibit 4.1

EXECUTION VERSION

PERRIGO COMPANY

AND

WELLS FARGO BANK, NATIONAL ASSOCIATION, TRUSTEE

2.950% Notes due 2023

SECOND SUPPLEMENTAL INDENTURE

Dated as of November 20, 2013

to

Indenture Dated as of May 16, 2013

Debt Securities

SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”) dated as of November 20, 2013, by Perrigo Company, a Michigan corporation (the “Company”) and Wells Fargo Bank, National Association, a national banking association (the “Trustee”).

Recitals of The Company

WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture (the “Base Indenture”) and a First Supplemental Indenture (the “First Supplemental Indenture”), in each case dated as of May 16, 2013 (as supplemented by this Second Supplemental Indenture, the “Indenture”);

WHEREAS, the Company is undertaking to execute and deliver this Second Supplemental Indenture to amend certain terms and covenants in the Base Indenture and First Supplemental Indenture (the “Proposed Amendments”) in connection with its Offer to Purchase and Consent Solicitation Statement and accompanying Consent and Letter of Transmittal dated November 5, 2013 (the “Offer to Purchase”);

WHEREAS, the Company has duly authorized the execution and delivery of this Second Supplemental Indenture; and consents to the Proposed Amendments to the provisions of the Indenture set forth in this Second Supplemental Indenture of the Holders of at least a majority in aggregate principal amount of the Notes outstanding have been received by the Company, and, as of the date hereof, have not withdrawn their consents to the Proposed Amendments, and the Company has filed with the Trustee evidence of such consents in accordance with the Indenture; and

WHEREAS, the Company has requested that the Trustee execute and deliver this Second Supplemental Indenture; the Company has delivered to the Trustee a Board Resolution, an Officers’ Certificate and an Opinion of Counsel as provided for in the Indenture relating to the execution of this Second Supplemental Indenture, and all the conditions and requirements necessary to make this Second Supplemental Indenture, when duly executed and delivered, a valid and binding agreement in accordance with its terms and for the purposes herein expressed, have been performed and fulfilled; and the execution and delivery of this Second Supplemental Indenture have been duly authorized in all respects.

NOW THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH: For and in consideration of the premises and the amendments provided for herein, the Company and the Trustee mutually covenant and agree as follows:

ARTICLE 1

RELATION TO THE BASE INDENTURE AND

THE FIRST SUPPLEMENTAL INDENTURE;

DEFINITIONS; NOTES; RULES OF CONSTRUCTION

Section 1.1 Relation to the Base Indenture and First Supplemental Indenture. This Second Supplemental Indenture constitutes an integral part of the Base Indenture, as supplemented by the First Supplemental Indenture.

Section 1.2 Amendments. Subject to Article 2 hereof:

(i) the Base Indenture is hereby amended by deleting in their entireties (and all references thereto contained elsewhere in the Indenture) Sections 8.1, 8.2, 8.3, 10.6 and 10.7;

(ii) the First Supplemental Indenture is hereby amended by deleting in its entirety (and all references thereto contained elsewhere in the Indenture) Section 2.5;

(iii) Section 11.2 of the Base Indenture is hereby amended by replacing “at least 60 days” with “at least 3 Business Days”;

(iv) Section 11.4 of the Base Indenture is hereby amended by replacing “30 nor more than 60 days” with “3 nor more than 60 Business Days” and in the final paragraph thereof by replacing “at least 15 days” with “at least 3 Business Days”;

(v) Section 5.1 of the Base Indenture is hereby amended by deleting in their entirety (and all references thereto contained elsewhere in the Indenture) clauses (c), (f) and (g); and

(vi) Section 13.4 of the Base Indenture is hereby amended by deleting in their entirety (and all references thereto contained elsewhere in the Indenture) clauses (2), (3), (4), (5), (6), (7) and (8).

(vii) Effective as of the date hereof, none of the Issuer, the Trustee or other parties to or beneficiaries of the Indenture shall have any rights, obligations, or liabilities under such Sections or clauses specified in (i) through (vi) above and such sections or clauses shall not be considered in determining whether an Event of Default has occurred or whether the Issuer has observed, performed or complied with the provisions of the Indenture.

Section 1.3 Amendment to Definitions. Subject to Article 2 hereof, the Base Indenture and the First Supplemental Indenture are hereby amended by deleting any definitions with respect to which references would be eliminated as a result of the amendments set forth in Section 1.2 hereof.

Section 1.4 Amendment of Notes. Subject to Article 2 hereof, any of the terms or provisions present in the Notes that related to any of the provisions of the Base Indenture or the First Supplemental Indenture shall also be amended so as to be consistent with the amendments made in this Second Supplemental Indenture.

Section 1.5 Rules of Construction. For all purposes of this Second Supplemental Indenture, except as expressly provided or unless the context otherwise requires:

(a) capitalized terms used herein without definition shall have the meanings specified in the Base Indenture, as amended by the First Supplemental Indenture;

(b) all references herein to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this Second Supplemental Indenture;

(c) the words “herein,” “hereof’ and “hereunder” and other words of similar import refer to this Second Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision; and

(d) in the event of a conflict with the definition of terms in the Base Indenture or the First Supplemental Indenture, the provisions of this Second Supplemental Indenture shall control.

ARTICLE 2

MISCELLANEOUS PROVISIONS

Section 2.1 Effectiveness. The provisions of this Second Supplemental Indenture shall be effective only upon execution and delivery of this instrument by the parties hereto. Notwithstanding the foregoing sentence, the provisions of this Second Supplemental Indenture shall become operative only upon the purchase by the Company of at least a majority in principal amount of the outstanding Notes pursuant to the Offer to Purchase, with the result that the amendments to the Base Indenture and the First Supplemental Indenture effected by this Second Supplemental Indenture shall be deemed to be revoked retroactively to the date hereof if such purchase shall not occur. The Company shall provide prompt written notice to the Trustee if it accepts any of the Notes for purchase pursuant to the Offer to Purchase, or if the tender offer and consent solicitation pursuant to the Offer to Purchase is terminated or withdrawn or all payments in respect of the Notes accepted for payment pursuant to the tender offer and consent solicitation pursuant to the Offer to Purchase are not made as set forth in the Offer to Purchase. The Company shall cause Notes that have been purchased to be promptly delivered to the Trustee for cancellation pursuant to Section 3.9 of the Indenture.

Section 2.2 Ratification. The Base Indenture, as supplemented by the First Supplemental Indenture and this Second Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed.

Section 2.3 Counterparts. This Second Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Second Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Second Supplemental Indenture as to the parties hereto and may be used in lieu of the original Second Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

Section 2.4 Governing Law. THIS SECOND SUPPLEMENTAL INDENTURE AND THE 2023 NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CHOICE OF LAW PRINCIPLES THEREOF.

Section 2.5 Concerning the Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture or for or in respect of the recitals contained herein, or with respect to the Offer to Purchase or the Consents, all of which recitals are made solely by the Company. All of the provisions contained in the Indenture in respect of the rights, privileges, immunities, powers, and duties of the Trustee shall be applicable in respect of this Second Supplemental Indenture as fully and with like force and effect as though fully set forth in full herein.

IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the day and year first above written.

PERRIGO COMPANY
BY	/s/ Judy Brown
	Name: Judy Brown
	Title:   Executive Vice President and Chief             Financial Officer
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
BY	/s/ Gregory S. Clarke
	Name: Gregory S. Clarke
	Title:   Vice President

EX-99.1

Exhibit 99.1

Perrigo Company Announces Receipt of Requisite Consents for and Pricing of

Its Previously Announced Tender Offer and Consent Solicitation for its

2.950% Notes due 2023

[PERRIGO LOGO]

ALLEGAN, Mich., Nov. 21, 2013/PRNewswire/ — Perrigo Company (NYSE, TASE: PRGO) today announced that, in connection with its offer to purchase for cash (the “Tender Offer”) any and all of its 2.950% Notes due 2023 (the “Notes”) and related consent solicitation (the “Consent Solicitation”), it has received the requisite consents to amend the indenture governing the Notes. The terms and conditions of the Tender Offer and the Consent Solicitation, which are referred to collectively as the “Offer,” are described in an Offer to Purchase and Consent Solicitation Statement, dated November 5, 2013 (as amended, the “Statement”) and the related Consent and Letter of Transmittal, which has been sent to the holders of the Notes.

The Consent Solicitation expired at 5:00 p.m. New York City time on November 19, 2013 (the “Consent Deadline”). At the Consent Deadline, $571,647,000 million aggregate principal amount of Notes, representing 95.27% of the outstanding Notes, had been validly tendered and not withdrawn. As a result, the requisite number of consents have been received with respect to the Consent Solicitation. Accordingly, the Company and Wells Fargo Bank, National Association, the trustee (the “Trustee”) under the indenture governing the Notes, entered into a supplemental indenture (the “Supplemental Indenture”), which would amend the indenture under which the Notes were issued. The Supplemental Indenture will become operative when the Notes that have been validly tendered on or prior to the Consent Deadline are accepted for payment and paid for by the Company, which is expected to be on or about December 23, 2013. The Supplemental Indenture, when it becomes operative, will amend the indenture governing the Notes and the Notes to, among other things, eliminate substantially all of the restrictive covenants (other than, among other covenants, the covenant to pay interest and premium, if any, on, and principal of, the Notes when due) and certain event of default and defeasance provisions therein and reduce the minimum redemption notice period from 30 days to three business days.

Holders of Notes validly tendered and not withdrawn at or prior to the Consent Deadline and accepted for purchase will be eligible to receive the “Total Consideration” specified in the table below, which includes the Consent Payment (as defined in the Statement). Holders of Notes validly tendered and not withdrawn after the Consent Deadline but at or prior to the Expiration Time (as defined below) and accepted for purchase will be eligible to receive the “Tender Offer Consideration,” namely the Total Consideration minus the Consent Payment specified in the table below. In addition to the Total Consideration or Tender Offer Consideration, as applicable, Holders of Notes accepted for purchase will receive Accrued Interest (as defined in the Statement) on those Notes from the last interest payment date with respect to those Notes to, but not including, the expected Settlement Date (as defined below).

CUSIP No.	Title of Security	Reference U.S. Treasury Security	Reference Yield	Fixed Spread	Total Consideration(1)	Consent Payment	Tender Offer Consideration(2)
714290AD5	2.950% Notes due 2023	2.00% U.S. Treasury Note due 2023	2.642%	20 bps	$1,008.65	$30	$978.65

(1) Based upon a Reference Yield as of 2:00 p.m., New York City time, on November 20, 2013 and the resulting Tender Offer Yield (as defined in the Offer to Purchase) of 2.842%; excludes accrued and unpaid interest.

(2) Represents the Total Consideration minus the Consent Payment.

The Tender Offer is expected to expire at 8:00 a.m., New York City time, on December 23, 2013 (such date and time, as it may be extended, the “Expiration Time”). The Settlement Date for Notes validly tendered on or before the Expiration Time is expected to be December 23, 2013. The withdrawal deadline of 5:00 p.m., New York City time, on November 19, 2013 (the “Withdrawal Deadline”) has passed and has not been extended. Holders of Notes who validly tendered their Notes prior to the Withdrawal Deadline, and Holders of Notes who validly tender their Notes after the Withdrawal Deadline but on or prior to the Expiration Time, may not withdraw their tendered Notes unless we are required to extend withdrawal rights under applicable law.

This press release does not constitute a notice of redemption under the optional redemption provision of the indenture governing the Notes.

The Tender Offer and the Consent Solicitation are conditioned upon, among other things, completing certain financing transactions and the acquisition of Elan Corporation, plc by Perrigo Company Limited. If any of the conditions are not satisfied, Perrigo is not obligated to accept for purchase, or to pay for, any Notes validly tendered and not validly withdrawn pursuant to the Tender Offer or to make any Consent Payments. Additionally, the Company has reserved the right to terminate the Tender Offer and the Consent Solicitation at any time and for any reason, including unfavorable market conditions. Full details of the terms and conditions of the Tender Offer and the Consent Solicitation are included in Perrigo’s Offer to Purchase and Consent Solicitation, dated November 5, 2013.

Requests for documents may be directed to D.F. King & Co., Inc. (the “Information Agent and Tender Agent”), at (212) 269-5550 (banks and brokers), (800) 290-6426 (all others) or perrigo@dfking.com.

Barclays Capital Inc. and HSBC Securities (USA) Inc. are acting as Dealer Managers (the “Dealer Managers”) and Solicitation Agents (the “Solicitation Agents”) for the Tender Offer and the Consent Solicitation. Questions regarding the Tender Offer and the Consent Solicitation may be directed to Barclays Capital Inc. at (212) 528-7581 (collect) or (800) 438-3242 (toll free) or HSBC Securities (USA) Inc. at (212) 525-5552 (collect) or (888) HSBC 4 LM (toll free).

About Perrigo

From its beginnings as a packager of generic home remedies in 1887, Allegan, Michigan-based Perrigo Company has grown to become a leading global provider of quality, affordable healthcare products. Perrigo develops, manufactures and distributes over-the-counter (OTC) and generic prescription (Rx) pharmaceuticals, infant formulas, nutritional products, animal health, dietary supplements and active pharmaceutical ingredients (API). The Company is the world’s largest manufacturer of OTC pharmaceutical products for the store brand market. The Company’s primary markets and locations of logistics operations have evolved over the years to include the United States, Israel, Mexico, the United Kingdom, India, China and Australia. Visit Perrigo on the Internet (http://www.perrigo.com).

No Offer or Solicitation

This announcement is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

No dealer, salesperson or other person has been authorized to give any information or to make any representation not contained in the Offer to Purchase and Consent Solicitation and, if given or made, such information or representation may not be relied upon as having been authorized by the Company, the Information Agent and Tender Agent or the Dealer Managers and Solicitation Agents. None of the Company, the Information Agent and Tender Agent or the Dealer Managers and Solicitation Agents makes any recommendation in connection with the Tender Offer or the Consent Solicitation.

Cautionary Statement regarding Forward-Looking Statements

Certain statements in this press release are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created thereby. These statements relate to future events or the Company’s future financial performance and involve known and unknown risks, uncertainties and other factors that may cause the actual results, levels of activity, performance or achievements of the Company or its industry to be materially different from those expressed or implied by any forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential” or other comparable terminology. The Company has based these forward-looking statements on its current expectations, assumptions, estimates and projections. While the Company believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond the Company’s control. These and other important factors, including those discussed under “Risk Factors” in the Company’s Form 10-K for the year ended June 29, 2013, as well as the Company’s subsequent filings with the Securities and Exchange Commission, may cause actual results, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. The forward-looking statements in this press release are made only as of the date hereof, and unless otherwise required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

General

The release, publication or distribution of this announcement in or into certain jurisdictions may be restricted by the laws of those jurisdictions. Accordingly, copies of this announcement and all other documents relating to the transaction are not being, and must not be, released, published, mailed or otherwise forwarded, distributed or sent in, into or from any such jurisdiction. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the Company disclaims any responsibility or liability for the violations of any such restrictions by any person.

SOURCE Perrigo Company