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, 2015 (November 20, 2015)
ENDO INTERNATIONAL PLC
(Exact Name of Registrant as Specified in Charter)
| Ireland | 001-36326 | 68-0683755 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Minerva House, Simmonscourt Road, Ballsbridge, Dublin 4, Ireland
(Address of principal executive offices)
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 (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)) |
| Item 8.01. | Other Events. |
Conditional Redemption of 2020 Endo Finance Notes and 2020 EHSI Notes
On November 20, 2015, Endo International plc (the “Company”) issued a press release announcing that (1) Endo Finance LLC and Endo Finco Inc. (collectively, the “Endo Finance Issuers”), wholly-owned subsidiaries of the Company, will redeem, subject to the satisfaction of the condition described below, all $392,963,000 aggregate principal amount outstanding of their 7.00% Senior Notes due 2020 (the “2020 Endo Finance Notes”) on December 21, 2015 and (2) Endo Health Solutions Inc. (“EHSI”), a wholly-owned subsidiary of the Company, will redeem, subject to the satisfaction of the condition described below, all $7,037,000 aggregate principal amount outstanding of its 7.00% Senior Notes due 2020 (the “2020 EHSI Notes”) on December 21, 2015. Each of the redemptions is conditional and subject to the delivery of moneys sufficient to pay the applicable redemption price to Wells Fargo Bank, National Association, the trustee, on the redemption date. On November 20, 2015, the conditional notices of redemption with respect to the 2020 Endo Finance Notes and the 2020 EHSI Notes, respectively, were delivered to record holders of such notes. A copy of the Company’s press release announcing the conditional redemption of the 2020 Endo Finance Notes and the 2020 EHSI Notes is filed herewith as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 99.1 | Press Release of Endo International plc, dated November 20, 2015, related to the conditional redemption of the 2020 Endo Finance Notes and the 2020 EHSI Notes. |
SIGNATURE
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: November 20, 2015
| ENDO INTERNATIONAL PLC | ||
| By: | /s/ Matthew J. Maletta | |
| Name: | Matthew J. Maletta | |
| Title: | Executive Vice President, | |
| Chief Legal Officer | ||
Index of Exhibits
| Exhibit Number |
Description | |
| 99.1 | Press Release of Endo International plc, dated November 20, 2015, related to the conditional redemption of the 2020 Endo Finance Notes and the 2020 EHSI Notes. | |
Exhibit 99.1
| For Immediate Release |
Endo International plc Announces Conditional Redemption of All $400,000,000 Aggregate Principal
Amount Outstanding of the Two Series of 7.00% Senior Notes due 2020
DUBLIN, November 20, 2015 – Endo International plc (NASDAQ: ENDP) (TSX: ENL) (the “Company” or “Endo”) today announced that its wholly-owned subsidiaries, Endo Finance LLC and Endo Finco Inc., will, subject to the satisfaction of the condition described below, redeem all $392,963,000 aggregate principal amount outstanding of their 7.00% Senior Notes due 2020 (CUSIP Nos. 29271L AC8, U2918V AC9) (the “2020 Endo Finance Notes”) on December 21, 2015. The Company also announced that its wholly-owned subsidiary, Endo Health Solutions Inc. (“EHSI”), will, subject to the satisfaction of the condition described below, redeem all $7,037,000 aggregate principal amount outstanding of its 7.00% Senior Notes due 2020 (CUSIP No. 29264F AE6) (the “2020 EHSI Notes” and, together with the 2020 Endo Finance Notes, the “Notes”) on December 21, 2015. Each of the redemptions is conditional and subject to the delivery of moneys sufficient to pay the applicable redemption price to Wells Fargo Bank, National Association, as trustee under the indentures governing the Notes (the “Trustee”) on the redemption date.
On November 20, 2015, the conditional notices of redemption with respect to the Notes were delivered to record holders of the Notes by the Trustee.
This press release is for informational purposes only and shall not constitute an offer to purchase the Notes or any other securities.
About Endo International plc
Endo International plc (NASDAQ: ENDP) (TSX: ENL) is a global specialty pharmaceutical company focused on improving patients’ lives while creating shareholder value. Endo develops, manufactures, markets and distributes quality branded and generic pharmaceutical products as well as over-the-counter medications through its operating companies. Endo has global headquarters in Dublin, Ireland, and U.S. headquarters in Malvern, PA. Learn more at www.endo.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Canadian securities legislation. These forward-looking statements include Endo’s intention to redeem the Notes. Also, statements including words such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “plan,” “will,” “may” or similar expressions are forward-looking statements. Endo has based these forward-looking statements on its current expectations and projections about the growth of its business, its financial performance and the development of its industry. Because these statements reflect our current views, expectations and beliefs concerning future events, these forward-looking statements involve risks and uncertainties. There can be no assurance that Endo will be able to complete the proposed offering on the anticipated terms, or at all. 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, as more fully described in the documents filed by Endo with securities regulators in the United States and Canada including under the caption “Risk Factors”
in Endo’s Form 10-K, Form 10-Q and Form 8-K filings, as applicable, with the Securities and Exchange Commission and with securities regulators in Canada on the System for Electronic Document Analysis and Retrieval (“SEDAR”) and as otherwise enumerated herein or therein, could affect Endo’s future financial results and could cause Endo’s actual results to differ materially from those expressed in forward-looking statements contained in Endo’s Annual Report on Form 10-K. The forward-looking statements in this press release are qualified by these risk factors. These are factors that, individually or in the aggregate, could cause our actual results to differ materially from expected and historical results. 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 law.
Source: Endo International plc
Contacts:
Investors/Media: Keri P. Mattox, (484) 216-7912
Media: Heather Zoumas Lubeski, (484) 216-6829
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