Current Report Filing (8-k)
May 26 2017 - 5:03PM
Edgar (US Regulatory)
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): May 26, 2017 (May 26, 2017)
|
|
|
|
|
|
|
Commission
File Number
|
|
Exact name of registrant as specified in its charter,
principal office and address and telephone number
|
|
State of incorporation
or organization
|
|
I.R.S. Employer
Identification No.
|
001-36867
|
|
Allergan plc
Clonshaugh Business and Technology Park
Coolock, Dublin, D17 E400, Ireland
(862) 261-7000
|
|
Ireland
|
|
98-1114402
|
|
|
|
|
001-36887
|
|
Warner Chilcott Limited
Cannons Court 22
|
|
Bermuda
|
|
98-0496358
|
|
|
Victoria Street
|
|
|
|
|
|
|
Hamilton HM 12
|
|
|
|
|
|
|
Bermuda
|
|
|
|
|
|
|
(441) 295-2244
|
|
|
|
|
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)
|
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).
|
|
|
|
|
Allergan plc
|
|
YES ☐
|
|
NO ☒
|
Warner Chilcott Limited
|
|
YES ☐
|
|
NO ☒
|
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 1.01. Entry into a Material Definitive Agreement.
On May 26, 2017, Allergan Funding SCS (formerly known as Actavis Funding SCS), a limited partnership (
société en commandite simple
)
organized under the laws of the Grand Duchy of Luxembourg (Allergan SCS) and an indirect wholly-owned subsidiary of Allergan plc (the Company), closed its previously announced public offering of 2.7 billion aggregrate
principal amount of notes (collectively, the Securities). The Securities were issued pursuant to an indenture dated as of March 12, 2015 (the Base Indenture), as supplemented by the third supplemental indenture, dated as
of May 26, 2017 (the Third Supplemental and, together with the Base Indenture, the Indenture) among (i) Allergan SCS, (ii) Warner Chilcott Limited, a Bermuda exempted company, (iii) Allergan Capital S.à
r.l. (formerly known as Actavis Capital S.à r.l.), a private limited liability company (
société à responsabilité limitée
) incorporated under the laws of the Grand Duchy of Luxembourg, and
(iv) Allergan Finance, LLC (formerly known as Actavis, Inc.), a Nevada limited liability company, all indirect wholly-owned subsidiaries of Allergan plc (collectively, the Guarantors), as guarantors.
The Securities and the guarantees are unsecured and unsubordinated obligations of Allergan SCS and the Guarantors, which rank equally in right of payment with
all existing and future unsecured and unsubordinated indebtedness of Allergan SCS and the Guarantors and senior in right of payment to all existing and future subordinated indebtedness of Allergan SCS and the Guarantors. The Securities will be
structurally subordinated to all existing and future indebtedness and other liabilities and commitments of subsidiaries of Allergan SCS and of the Guarantors that do not guarantee the Securities. Certain terms of the Securities are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Description
|
|
Princial Amount
|
|
|
Maturity
|
|
|
Price to Public
|
|
0.500% Notes
|
|
|
750,000,000
|
|
|
|
June 1, 2021
|
|
|
|
99.537
|
%
|
1.250% Notes
|
|
|
700,000,000
|
|
|
|
June 1, 2024
|
|
|
|
99.355
|
%
|
2.125% Notes
|
|
|
550,000,000
|
|
|
|
June 1, 2029
|
|
|
|
99.465
|
%
|
Floating Rate Notes*
|
|
|
700,000,000
|
|
|
|
June 1, 2019
|
|
|
|
100.102
|
%
|
|
*
The
Floating Rate Senior Notes due 2019 will bear interest at a floating rate equal to three-
month EURIBOR plus 0.350% per annum.
|
|
The Indenture does not contain any financial covenants or provisions limiting Allergan SCS or the Guarantors from incurring
additional indebtedness. The Indenture limits the ability of Warner Chilcott Limited and certain of its subsidiaries to incur liens, enter into sale and leaseback transactions and engage in certain business activities, in each case subject to
certain qualifications set forth in the Indenture.
In the event of a Change of Control Triggering Event (as defined in the Indenture), each holder of the
Securities will have the right to require Allergan SCS to purchase all or a portion of such holders Securities at a purchase price equal to 101% of the aggregate principal amount of such Securities, plus accrued and unpaid interest to but
excluding the date of such purchase.
The Securities will mature on the dates set forth in the Indenture. However, Allergan SCS, at its option, may redeem
any or all of the series of fixed rate notes, in each case, in whole or in part, at any time or from time to time, at the applicable redemption prices described in the Indenture.
The above description of the Indenture does not purport to be a complete statement of the parties rights and obligations under the Indenture and is
qualified in its entirety by reference to the terms of the Base Indenture and the Third Supplemental Indenture attached hereto as Exhibit 4.1.
Item 8.01. Other Events.
On May 26, 2017 the
Company issued a press release announcing the closing of the offering of the Securities by Allergan SCS.
A copy of the press release is attached hereto
as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
|
|
|
Exhibit
|
|
Description of Exhibit
|
|
|
Exhibit 4.1*
|
|
Third Supplemental Indenture dated May 26, 2017, among Allergan Funding SCS and Warner Chilcott Limited, Allergan Capital S.à r.l. and Allergan Finance, LLC, as guarantors, and Wells Fargo Bank, National Association, as
trustee.
|
|
|
Exhibit 5.1*
|
|
Opinion of Cleary Gottlieb Steen & Hamilton LLP.
|
|
|
Exhibit 5.2*
|
|
Opinion of Loyens & Loeff Luxembourg S.à r.l.
|
|
|
Exhibit 5.3*
|
|
Opinion of Appelby (Bermuda) Limited.
|
|
|
Exhibit 5.4*
|
|
Opinion of Greenberg Traurig LLP.
|
|
|
Exhibit 23.1
|
|
Consent of Cleary Gottlieb Steen & Hamilton LLP (contained in Exhibit 5.1 above).
|
|
|
Exhibit 23.2
|
|
Consent of Loyens & Loeff Luxembourg S.à r.l (contained in Exhibit 5.2 above).
|
|
|
Exhibit 23.3
|
|
Consent of Appleby (Bermuda) Limited (contained in Exhibit 5.3 above).
|
|
|
Exhibit 23.4
|
|
Consent of Greenberg Traurig LLP (contained in Exhibit 5.4 above).
|
|
|
Exhibit 99.1*
|
|
Press Release of Allergan plc entitled Allergan Announces Closing of Public Offering of Senior Notes to Refinance Existing Debt dated May 26, 2017.
|
*
|
Exhibits filed herewith
|
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.
|
|
|
|
|
|
|
Dated: May 26, 2017
|
|
|
|
Allergan plc
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ A. Robert D. Bailey
|
|
|
|
|
|
|
A. Robert D. Bailey
|
|
|
|
|
|
|
Chief Legal Officer and Corporate Secretary
|
|
|
|
|
|
|
|
Warner Chilcott Limited
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ A. Robert D. Bailey
|
|
|
|
|
|
|
A. Robert D. Bailey
|
|
|
|
|
|
|
Corporate Secretary
|
EXHIBIT INDEX
|
|
|
Exhibit
|
|
Description of Exhibit
|
|
|
Exhibit 4.1*
|
|
Third Supplemental Indenture dated May 26, 2017, among Allergan Funding SCS and Warner Chilcott Limited, Allergan Capital S.à r.l., and Allergan Finance, LLC, as guarantors, and Wells Fargo Bank, National Association, as
trustee, as trustee.
|
|
|
Exhibit 5.1*
|
|
Opinion of Cleary Gottlieb Steen & Hamilton LLP.
|
|
|
Exhibit 5.2*
|
|
Opinion of Loyens & Loeff Luxembourg S.à r.l.
|
|
|
Exhibit 5.3*
|
|
Opinion of Appleby (Bermuda) Limited.
|
|
|
Exhibit 5.4*
|
|
Opinion of Greenberg Traurig LLP.
|
|
|
Exhibit 23.1
|
|
Consent of Cleary Gottlieb Steen & Hamilton LLP (contained in Exhibit 5.1 above).
|
|
|
Exhibit 23.2
|
|
Consent of Loyens & Loeff Luxembourg S.à r.l (contained in Exhibit 5.2 above).
|
|
|
Exhibit 23.3
|
|
Consent of Appleby (Bermuda) Limited (contained in Exhibit 5.3 above).
|
|
|
Exhibit 23.4
|
|
Consent of Greenberg Traurig LLP (contained in Exhibit 5.4 above).
|
|
|
Exhibit 99.1*
|
|
Press Release of Allergan plc entitled Allergan Announces Closing of Public Offering of Senior Notes to Refinance Existing Debt dated May 26, 2017.
|
*
|
Exhibits filed herewith
|
Allergan (NYSE:AGN)
Historical Stock Chart
From Mar 2024 to Apr 2024
Allergan (NYSE:AGN)
Historical Stock Chart
From Apr 2023 to Apr 2024