8-K
false 0001593034 0001593034 2020-08-21 2020-08-21

 

 

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): August 21, 2020

 

 

Endo International plc

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Ireland   001-36326   68-0683755

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

First Floor, Minerva House, Simmonscourt Road

Ballsbridge, Dublin 4, Ireland

  Not Applicable
(Address of principal executive offices)   (Zip Code)

Registrant’s 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:

 

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Ordinary shares, nominal value $0.0001 per share   ENDP   The NASDAQ Global Select Market

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).

Emerging growth company  

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 August 21, 2020, Endo International plc (the “Company”) issued a press release announcing the expiration and final tender results of the cash tender offer (the “Offer”) made by Endo Finance LLC (“Endo Finance”), a wholly-owned subsidiary of the Company, for any and all of Endo Finance’s outstanding $182,479,000 aggregate principal amount of 5.75% Senior Notes due 2022 (the “Notes”). The Offer expired at 5:00 p.m., New York City time, on August 21, 2020.

On August 26, 2020 (the “Payment Date”), Endo Finance paid all holders of such Notes $950 per $1,000 principal amount for all Notes accepted in the Offer, including accrued and unpaid interest from the July 15, 2020 interest payment date to, but not including, the Payment Date. All Notes purchased on the Payment Date have been subsequently retired.

A copy of the press release announcing the expiration and final results of the Offer is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

 

Exhibit
No.

  

Description

99.1    Press release dated August 21, 2020, announcing the expiration and final results of the Offer.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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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.

 

ENDO INTERNATIONAL PLC
By:  

/s/ Matthew J. Maletta

  Matthew J. Maletta
  Executive Vice President,
  Chief Legal Officer and Company Secretary

Date: August 26, 2020

EX-99.1

Exhibit 99.1

 

 

ENDO INTERNATIONAL PLC ANNOUNCES THE EXPIRATION AND FINAL TENDER RESULTS

OF ITS PREVIOUSLY ANNOUNCED TENDER OFFER

DUBLIN, August 21, 2020 — Endo International plc (the “Company”) (NASDAQ: ENDP) announced today the expiration and final tender results of the previously announced cash tender offer (the “Offer”) by its wholly owned subsidiary Endo Finance LLC (“Endo Finance”) for any and all of its outstanding 5.75% Senior Notes due 2022 (the “Notes”), which expired at 5:00 p.m., New York City time, on August 21, 2020 (the “Expiration Time”).

As of the Expiration Time, $10,431,000 aggregate principal amount of Notes, or approximately 5.72% of the aggregate principal amount of Notes outstanding, had been validly tendered and not validly withdrawn. There are no Notes that remain subject to guaranteed delivery procedures. The complete terms and conditions of the Offer were set forth in the Offer to Purchase, dated August 17, 2020 (the “Offer to Purchase”), and the related Notice of Guaranteed Delivery (together with the Offer to Purchase, the “Offer Documents”).

Endo Finance expects to accept for payment all Notes validly tendered and not validly withdrawn prior to the Expiration Time and, in accordance with the terms of the Offer to Purchase, will pay all holders of such Notes $950 per $1,000 principal amount for all Notes accepted in the Offer on August 26, 2020 (the “Payment Date”), including those properly tendered and not validly withdrawn prior to the Expiration Time and those tendered by the guaranteed delivery procedures described within the Offer to Purchase within two business days after the Expiration Time. Also, on the Payment Date, Endo Finance will pay accrued and unpaid interest from the July 15, 2020 interest payment date to, but not including, the Payment Date. For avoidance of doubt, interest on the Notes will cease to accrue on the Payment Date for all Notes accepted in the Offer. All Notes purchased on the Payment Date will subsequently be retired.

D.F. King & Co., Inc. was the information agent and tender agent for the Offer.

This press release shall not constitute an offer to buy or a solicitation of an offer to sell any Notes. The Offer was made solely pursuant to the Offer Documents. The Offer was not made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

About Endo International plc

Endo International plc (NASDAQ: ENDP) is a specialty pharmaceutical company committed to helping everyone we serve live their best life through the delivery of quality, life-enhancing therapies. Our decades of proven success come from a global team of passionate employees collaborating to bring the best treatments forward. Together, we boldly transform insights into treatments benefiting those who need them, when they need them. Endo has global headquarters in Dublin, Ireland and U.S. headquarters in Malvern, Pennsylvania. Learn more at www.endo.com.

Cautionary Note Regarding Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the relevant Canadian securities legislation, including, but not limited to, the statements regarding the settlement timing of the Offer. Statements including words such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “plan,” “will,” “may,” “look forward,” “intend,” “guidance,” “future” or similar expressions are forward-looking statements. Because these statements reflect Endo’s current views, expectations and beliefs concerning future events, they involve risks and uncertainties. Although Endo believes that these forward-looking statements and information are based upon reasonable assumptions and expectations, readers


should not place undue reliance on them, or any other forward-looking statements or information in this news release. Investors should note that many factors, including those risks related to our ability to consummate the Offer on the terms described herein and on the time period described or at all and such other factors as more fully described in the documents filed by Endo with the Securities and Exchange Commission and with securities regulators in Canada on the System for Electronic Document Analysis and Retrieval, including under the caption “Risk Factors” in Endo’s latest Form 10-K and subsequent Form 10-Q and Form 8-K filings, and as otherwise enumerated herein or therein, could affect Endo’s future results and could cause Endo’s actual results to differ materially from those expressed in forward-looking statements contained in this communication. The forward-looking statements in this press release are qualified by these risk factors. 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 laws.

CONTACT: Media: Heather Zoumas-Lubeski, (484) 216-6829, media.relations@endo.com; Investors: Pravesh Khandelwal, (845)-364-4833, relations.investor@endo.com

 

2

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Document and Entity Information
Aug. 21, 2020
Cover [Abstract]  
Amendment Flag false
Entity Central Index Key 0001593034
Document Type 8-K
Document Period End Date Aug. 21, 2020
Entity Registrant Name Endo International plc
Entity Incorporation State Country Code L2
Entity File Number 001-36326
Entity Tax Identification Number 68-0683755
Entity Address, Address Line One First Floor
Entity Address, Address Line Two Minerva House
Entity Address, Address Line Three Simmonscourt Road
Entity Address, City or Town Ballsbridge, Dublin 4
Entity Address, Country IE
Entity Address, Postal Zip Code Not Applicable
City Area Code 011-353-1
Local Phone Number 268-2000
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Ordinary shares, nominal value $0.0001 per share
Trading Symbol ENDP
Security Exchange Name NASDAQ
Entity Emerging Growth Company false