STAINES-UPON-THAMES, United
Kingdom, Dec. 5, 2019
/PRNewswire/ -- Mallinckrodt plc (NYSE: MNK) today
announced (1) the final results of the previously announced offers
by its wholly owned subsidiaries, Mallinckrodt International
Finance S.A. and Mallinckrodt CB LLC (the "Issuers") to Eligible
Holders (as defined below) to exchange (the "Exchange Offers")
certain outstanding notes (collectively, the "Existing Notes")
issued by the Issuers for new 10.000% Second Lien Senior Secured
Notes due 2025 to be issued by the Issuers (collectively, the
"New Notes") and solicitations of consents by the Issuers from
Eligible Holders of each series of Existing Notes (other than the
Existing 4.750% 2023 Notes) to Proposed Amendments (as defined
below) to the indentures governing such Existing Notes (the
"Consent Solicitations") and (2) the Existing Notes anticipated to
be exchanged with the Issuers, separate from the Exchange Offers,
pursuant to that certain exchange agreement, dated as of
November 5, 2019 and subsequently
amended on November 27, 2019, by and
among Deerfield Partners, L.P., Deerfield Special Situations Fund,
L.P. and Deerfield Private Design Fund IV, L.P. (such holders, the
"Exchanging Holders") and the Issuers (as amended, the "Exchange
Agreement").
The following table sets forth a summary of the total (a)
tenders and consents validly received and not withdrawn pursuant to
the Exchange Offers and Consent Solicitations, as of 11:59 p.m., New York
City time, on December 4, 2019
(the "Expiration Time"), according to D.F. King & Co, Inc., the
exchange agent and information agent for the Exchange Offers and
Consent Solicitations and (b) Existing Notes anticipated to be
exchanged and associated consents anticipated to be provided under
the Exchange Agreement:
Title of Series
of
Existing Notes
|
CUSIP
Number
|
Aggregate
Principal
Amount
Outstanding
|
Principal
Amount
of Existing Notes
Tendered
Pursuant to the
Exchange Offers
and to be
Exchanged Under
the Exchange
Agreement(1)
|
Percentage of
Existing Notes
Tendered
Pursuant to
the
Exchange Offers
and to be
Exchanged
Under the
Exchange
Agreement(1)
|
Principal
Amount of New
Notes to be
Delivered(1)
|
Existing 4.875% 2020
Notes
|
561233 AB3;
L6233L AB2
|
$698,000,000
|
$83,171,000
|
11.9%
|
$70,153,000
|
Existing 5.750% 2022
Notes
|
561233 AA5;
L6233L AA4
|
$663,200,000
|
$52,896,000
|
8.0%
|
$25,087,000
|
Existing 4.750% 2023
Notes
|
561234 AE5
|
$350,076,000
|
$216,419,000
|
61.8%
|
$79,982,000
|
Existing 5.625% 2023
Notes
|
561233 AD9;
L6233L AD8
|
$659,360,000
|
$144,687,000
|
21.9%
|
$61,459,000
|
Existing 5.500% 2025
Notes
|
561233 AC1;
L6233L AC0
|
$596,137,000
|
$208,930,000
|
35.0%
|
$86,187,000
|
(1)
|
Includes tenders
pursuant to the Exchange Offers, as of the Expiration Time, of (a)
approximately $15.6 million aggregate principal amount of the
Existing 4.875% 2020 Notes in exchange for approximately $12.7
million aggregate principal amount of New Notes, (b) approximately
$52.9 million aggregate principal amount of the Existing 5.750%
2022 Notes in exchange for approximately $25.1 million aggregate
principal amount of New Notes, (c) approximately $8.3 million
aggregate principal amount of the Existing 4.750% 2023 Notes in
exchange for approximately $3.0 million aggregate principal amount
of New Notes, (d) approximately $46.2 million aggregate principal
amount of the Existing 5.625% 2023 Notes in exchange for
approximately $19.6 million aggregate principal amount of New
Notes, and (e) approximately $133.7 million aggregate principal
amount of the Existing 5.500% 2025 Notes in exchange for
approximately $54.2 million aggregate principal amount of New
Notes. The foregoing amounts include $10 million aggregate
principal amount of the Existing 4.875% 2020 Notes and $51.25
million aggregate principal amount of the Existing 5.500% 2025
Notes that the Exchanging Holders agreed in the Exchange Agreement
to tender, or cause to be tendered, into the Exchange
Offers.
|
Mallinckrodt plc has not received
the requisite consents from the holders of any series of Existing
Notes that was the subject of a Consent Solicitation to amend (such
amendments, the "Proposed Amendments") the indenture governing such
series of the Existing Notes (such indentures, the "Existing
Indentures") to eliminate substantially all of the restrictive
covenants under the Existing Indentures, modify or eliminate
certain other provisions of the Existing Indentures, and waive
certain defaults and events of default, if any, under the Existing
Indentures.
We currently expect that the settlement date on which we will
deliver the New Notes to participating Eligible Holders and to the
Exchanging Holders will be December
6, 2019.
The New Notes have not been registered under the Securities Act
of 1933, as amended (the "Securities Act") or any state or foreign
securities laws. The New Notes may not be offered or sold in
the United States or to any U.S.
persons except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities
Act.
Questions regarding the Exchange Offers and Consent
Solicitations may be directed to D.F. King Co., Inc., the exchange
agent and information agent in connection with the Exchange Offers
and Consent Solicitations, at: (866) 356-7814 (toll free) or: (212)
269-5550 (bankers and brokers call collect) or email at
mnk@dfking.com.
ABOUT MALLINCKRODT
Mallinckrodt is a global business
consisting of multiple wholly owned subsidiaries that develop,
manufacture, market and distribute specialty pharmaceutical
products and therapies. The company's Specialty Brands
reportable segment's areas of focus include autoimmune and rare
diseases in specialty areas like neurology, rheumatology,
nephrology, pulmonology and ophthalmology; immunotherapy and
neonatal respiratory critical care therapies; analgesics and
gastrointestinal products. Its Specialty Generics reportable
segment includes specialty generic drugs and active pharmaceutical
ingredients. To learn more about Mallinckrodt, visit www.mallinckrodt.com.
Mallinckrodt uses its website as a
channel of distribution of important company information, such as
press releases, investor presentations and other financial
information. It also uses its website to expedite public
access to time-critical information regarding the company in
advance of or in lieu of distributing a press release or a filing
with the U.S. Securities and Exchange Commission (SEC) disclosing
the same information. Therefore, investors should look to the
Investor Relations page of the website for important and
time-critical information. Visitors to the website can also
register to receive automatic e-mail and other notifications
alerting them when new information is made available on the
Investor Relations page of the website.
CAUTIONARY STATEMENTS RELATED TO FORWARD-LOOKING
STATEMENTS
Statements in this document that are not strictly historical,
including statements regarding the terms of the proposed
settlement, statements regarding the ongoing lawsuits against
Mallinckrodt plc and its subsidiaries,
and any other statements regarding events or developments that the
company believes or anticipates will or may occur in the future,
may be "forward-looking" statements within the meaning of the
Private Securities Litigation Reform Act of 1995, and involve a
number of risks and uncertainties.
There are a number of important factors that could cause actual
events to differ materially from those suggested or indicated by
such forward-looking statements and you should not place undue
reliance on any such forward-looking statements. These
factors include risks and uncertainties related to, among other
things: general economic conditions and conditions affecting
the industries in which Mallinckrodt
operates; the commercial success of Mallinckrodt's products; Mallinckrodt's ability to realize anticipated
growth, synergies and cost savings from acquisitions; conditions
that could necessitate an evaluation of Mallinckrodt's goodwill and/or intangible assets
for possible impairment; changes in laws and regulations;
Mallinckrodt's ability to successfully
integrate acquisitions of operations, technology, products and
businesses generally and to realize anticipated growth, synergies
and cost savings; Mallinckrodt's and
Mallinckrodt's licensers' ability to
successfully develop or commercialize new products; Mallinckrodt's and Mallinckrodt's licensers' ability to protect
intellectual property rights; Mallinckrodt's ability to receive procurement and
production quotas granted by the U.S. Drug Enforcement
Administration; customer concentration; Mallinckrodt's reliance on certain individual
products that are material to its financial performance; cost
containment efforts of customers, purchasing groups, third-party
payers and governmental organizations; the reimbursement practices
of a small number of public or private insurers; pricing pressure
on certain of Mallinckrodt's products
due to legal changes or changes in insurers' reimbursement
practices resulting from recent increased public scrutiny of
healthcare and pharmaceutical costs; limited clinical trial data
for Acthar Gel; complex reporting and payment obligations under
healthcare rebate programs; Mallinckrodt's ability to navigate price
fluctuations; future changes to U.S. and foreign tax laws;
Mallinckrodt's ability to achieve
expected benefits from restructuring activities; complex
manufacturing processes; competition; product liability losses and
other litigation liability; ongoing governmental investigations;
material health, safety and environmental liabilities; retention of
key personnel; conducting business internationally; the
effectiveness of information technology infrastructure;
cybersecurity and data leakage risks; Mallinckrodt's substantial indebtedness and its
ability to generate sufficient cash to reduce its indebtedness; any
future actions taken with respect to the Specialty Generics
business; and Mallinckrodt plc's
ability to complete the Exchange Offers, the Consent Solicitations
and the transactions contemplated by the Exchange Agreement,
including the expected timing of completion of the Exchange Offers
and receipt of the Requisite Consents in the Consent
Solicitations.
These and other factors are identified and described in more
detail in the "Risk Factors" section of Mallinckrodt's Annual Report on Form 10-K for the
fiscal year ended December 28, 2018,
as updated by Mallinckrodt's Quarterly
Report on Form 10-Q for the quarterly period ended September 27, 2019. The forward-looking
statements made herein speak only as of the date hereof and
Mallinckrodt does not assume any
obligation to update or revise any forward-looking statement,
whether as a result of new information, future events and
developments or otherwise, except as required by law.
CONTACTS
Investor Relations
Daniel J.
Speciale, CPA
Vice President, Investor Relations and IRO
314-654-3638
daniel.speciale@mnk.com
Media
Daniel Yunger
Kekst CNC
212-521-4879
mallinckrodt@kekstcnc.com
Mallinckrodt, the "M" brand mark and
the Mallinckrodt Pharmaceuticals logo are trademarks of a
Mallinckrodt company. Other
brands are trademarks of a Mallinckrodt
company or their respective owners. © 2019
Mallinckrodt. 9/19
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SOURCE Mallinckrodt plc