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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 14, 2020

 

ALLERGAN PLC

(Exact name of registrant as specified in its charter)

 

Ireland

 

001-36867

 

98-1114402

(State or other jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

Clonshaugh Business and Technology Park

Coolock, Dublin, D17 E400, Ireland

(Address of Principal Executive Offices)

+353 1 435 7700

(Registrant’s telephone number, including area code)

 

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)

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

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Ordinary Share, par value $0.0001 per share

 

AGN

 

New York Stock Exchange

Floating rate notes due 2020

 

AGN20A

 

New York Stock Exchange

0.500% notes due 2021

 

AGN21

 

New York Stock Exchange

1.500% notes due 2023

 

AGN23A

 

New York Stock Exchange

1.250% notes due 2024

 

AGN24A

 

New York Stock Exchange

2.625% notes due 2028

 

AGN28

 

New York Stock Exchange

2.125% notes due 2029

 

AGN29

 

New York Stock Exchange

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 3.03 Material Modification to the Rights of Security Holders.

On May 14, 2020 (the “Settlement Date”), AbbVie Inc. (“AbbVie”) completed its previously announced (i) offers to exchange (each, an “Exchange Offer” and, collectively, the “Exchange Offers”) any and all outstanding notes of certain series issued by Allergan Finance, LLC (“Allergan Finance”), Allergan, Inc. (“Allergan Inc”), Allergan Sales, LLC (“Allergan Sales”) and Allergan Funding SCS (“Allergan Funding” and, together with Allergan Finance, Allergan Inc and Allergan Sales, “Allergan”) (the “Allergan Notes”) for new notes issued by AbbVie and (ii) related consent solicitations (each, a “Consent Solicitation” and, collectively, the “Consent Solicitations”) made by AbbVie on behalf of Allergan to adopt certain amendments (the “Amendments”) to each of the indentures governing the Allergan Notes (the “Allergan Indentures”). Pursuant to the Exchange Offers and Consent Solicitations, the aggregate principal amounts of the Allergan Notes set forth in the table below were validly tendered and subsequently accepted. Such accepted Allergan Notes will be retired and canceled and will not be reissued. Following such cancellation, the aggregate principal amounts of the Allergan Notes set forth below will remain outstanding.

Title of Series of Allergan Notes

 

Issuer

   

Aggregate

Principal Amount

Tendered and

Accepted

   

Aggregate

Principal Amount

Outstanding

Following Settlement

 

3.375% Senior Notes due 2020

   

Allergan Inc

    $

311,602,000

    $

338,398,000

 

4.875% Senior Notes due 2021

   

Allergan Sales

    $

431,559,000

    $

18,441,000

 

5.000% Senior Notes due 2021

   

Allergan Sales

    $

1,175,701,000

    $

24,299,000

 

3.450% Senior Notes due 2022

   

Allergan Funding

    $

2,627,036,000

    $

251,188,000

 

3.250% Senior Notes due 2022

   

Allergan Finance

    $

1,462,358,000

    $

237,642,000

 

2.800% Senior Notes due 2023

   

Allergan Inc

    $

244,575,000

    $

105,425,000

 

3.850% Senior Notes due 2024

   

Allergan Funding

    $

945,394,000

    $

91,346,000

 

3.800% Senior Notes due 2025

   

Allergan Funding

    $

2,890,467,000

    $

130,225,000

 

4.550% Senior Notes due 2035

   

Allergan Funding

    $

1,681,354,000

    $

107,646,000

 

4.625% Senior Notes due 2042

   

Allergan Finance

    $

389,217,000

    $

67,493,000

 

4.850% Senior Notes due 2044

   

Allergan Funding

    $

1,008,583,000

    $

70,777,000

 

4.750% Senior Notes due 2045

   

Allergan Funding

    $

827,096,000

    $

53,860,000

 

Floating Rate Notes due 2020

   

Allergan Funding

   

547,703,000

   

152,297,000

 

0.500% Senior Notes due 2021

   

Allergan Funding

   

539,018,000

   

210,982,000

 

1.500% Senior Notes due 2023

   

Allergan Funding

   

433,228,000

   

66,772,000

 

1.250% Senior Notes due 2024

   

Allergan Funding

   

603,389,000

   

96,611,000

 

2.625% Senior Notes due 2028

   

Allergan Funding

   

427,893,000

   

72,107,000

 

2.125% Senior Notes due 2029

   

Allergan Funding

   

513,538,000

   

36,462,000

 

Prior to the settlement of the Exchange Offers and Consent Solicitations and upon receipt of the requisite consents to adopt the Amendments with respect to each series of Allergan Notes, the following supplemental indentures (collectively, the “Supplemental Indentures”) were executed eliminating substantially all of the covenants, restrictive provisions, events of default and any guarantees of the related Allergan Notes, including any guarantees provided by Allergan plc, in each Allergan Indenture:

  (i) Fifth Supplemental Indenture, dated November 7, 2019, among Allergan Funding, as issuer, Warner Chilcott Limited (“Warner Chilcott”), Allergan Capital S.à r.l. (“Allergan Capital”) and Allergan Finance, each as guarantors, and Wells Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), with respect to the Indenture, dated March 12, 2015, among Allergan Funding, as issuer, Warner Chilcott, Allergan Capital and Allergan Finance, each as guarantors, and the Trustee;

  (ii) First Supplemental Indenture, dated November 7, 2019, among Allergan Funding, as issuer, Warner Chilcott, Allergan Capital and Allergan Finance, each as guarantors, and the Trustee, with respect to the Indenture, dated June 19, 2014, among Allergan Funding, as issuer, Warner Chilcott, Allergan Capital and Allergan Finance, each as guarantors, and the Trustee;


  (iii) Fifth Supplemental Indenture, dated November 7, 2019, among Allergan Sales, as issuer, Allergan plc, as guarantor, and the Trustee, with respect to the Indenture, dated January 31, 2014, among Allergan Sales, as issuer, Allergan plc, as guarantor, and the Trustee;

  (iv) Fifth Supplemental Indenture, dated November 7, 2019, among Allergan Sales, as issuer, Allergan plc, as guarantor, and the Trustee, with respect to the Indenture, dated December 10, 2013, among Allergan Sales, as issuer, Allergan plc, as guarantor, and the Trustee;

  (v) Third Supplemental Indenture, dated November 7, 2019, among Allergan Inc, as issuer, Allergan plc and Warner Chilcott, each as guarantors, and the Trustee, with respect to the Indenture, dated March 12, 2013, among Allergan Inc, as issuer, Allergan plc and Warner Chilcott, each as guarantors, and the Trustee;

  (vi) Third Supplemental Indenture, dated November 7, 2019, among Allergan Inc, as issuer, Allergan plc and Warner Chilcott, each as guarantors, and the Trustee, with respect to the Indenture, dated September 14, 2010, among Allergan Inc, as issuer, Allergan plc and Warner Chilcott, each as guarantors, and the Trustee; and

  (vii) Sixth Supplemental Indenture, dated November 7, 2019, among Allergan Finance, as issuer, Allergan plc and Warner Chilcott, each as guarantors, and the Trustee, with respect to the Indenture, dated August 24, 2009, among Allergan Finance, as issuer, Allergan plc and Warner Chilcott, each as guarantors, and the Trustee.

The Supplemental Indentures became operative upon the Settlement Date. The foregoing summary of the Supplemental Indentures does not purport to be complete and is qualified in its entirety by reference to the full text of the Supplemental Indentures, copies of which were filed as Exhibits 4.29 through 4.35 to Allergan plc’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 18, 2020, and are incorporated herein by reference.


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 14, 2020

 

 

Allergan plc

             

 

 

By:

 

/s/ Robert A. Michael

 

 

Name:

 

Robert A. Michael

 

 

Title:

 

President

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