| Item 7.01. |
Regulation FD Disclosure.
|
As previously reported, in August 2022, Endo Ventures Limited
(“EVL”) filed an
adversary proceeding (the “Nevakar Litigation”) within the
ongoing chapter 11 proceedings of Endo International plc (the
“Company”) and
certain of its affiliates (collectively, the “Debtors”) against Nevakar, Inc.
and Nevakar Injectables Inc. (collectively, “Nevakar”) to enforce (i) a
2018 development, license and commercialization agreement (the
“2018 Nevakar
Agreement”) and (ii) an agreement for EVL to acquire
six development-stage ready-to-use injectable product
candidates from Nevakar Injectables, Inc. (the “2022 Nevakar Agreement”). In
September 2022, Nevakar filed counterclaims against EVL.
Cleansing Materials
In November 2022, EVL and Nevakar reached a settlement in principle
with respect to the Nevakar Litigation (the “Nevakar Settlement”), subject to
definitive documentation and receipt of certain approvals. Pursuant
to the proposed Nevakar Settlement, the 2018 Nevakar Agreement will
be amended to revoke EVL’s license of two products covered by the
2018 Nevakar Agreement, modify EVL’s license to the remaining three
products covered by the 2018 Nevakar Agreement to reduce the
royalty owed to Nevakar, terminate any obligations of EVL to make
payments to Nevakar upon achievement of contingent milestones, and
eliminate Nevakar’s ability to terminate such licenses for EVL’s
breach or material breach. EVL and Nevakar will also agree to a
mutual release of certain claims under both the 2018 Nevakar
Agreement and the 2022 Nevakar Agreement. The Nevakar Settlement is
subject to, among other things, approval from the U.S. Bankruptcy
Court for the Southern District of New York (the “Bankruptcy Court”). The Debtors
intend to file a motion seeking the Bankruptcy Court’s approval of
the settlement agreement entered into on December 21, 2022 by EVL
and Nevakar with respect to the Nevakar Litigation (the
“Settlement
Agreement”).
In connection with the proposed Nevakar Settlement, the Company
provided materials (the “Cleansing Materials”) including
a summary description of the terms of the proposed Nevakar
Settlement to an ad hoc group (the “Ad Hoc First Lien Group”) of
certain creditors that hold the Company’s first lien debt and are
party to that certain Restructuring Support Agreement, dated as of
August 16, 2022. The Company previously entered into
confidentiality agreements (collectively, the “NDAs”) with the Ad Hoc First
Lien Group. Pursuant to the NDAs, the Company has agreed to
publicly disclose certain information, including the Cleansing
Materials, upon the occurrence of certain events as set forth in
the NDAs. A copy of the Cleansing Materials is furnished herewith
as Exhibit 99.1 to this Current Report on Form 8-K. The Cleansing Materials are based
solely on information available to the Company as of the date such
materials were provided to the Ad Hoc First Lien Group.
The information in this Item 7.01, including Exhibit 99.1, shall
not be deemed to be “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise
subject to the liabilities of that section, and is not incorporated
by reference into any filing under the Securities Act of 1933, as
amended, or the Exchange Act.
Cautionary Note Regarding Forward-Looking Statements
Certain information in this Current Report on Form 8-K may be considered
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995 and any applicable
Canadian securities legislation, including, but not limited to,
statements with respect to documents filed with the Bankruptcy
Court and the chapter 11 proceedings, and any other statements that
refer to the Company’s expected, estimated or anticipated future
results or that do not relate solely to historical facts.
Statements including words or phrases such as “believe,” “expect,”
“anticipate,” “intend,” “estimate,” “plan,” “will,” “may,” “look
forward,” “intend,” “guidance,” “future,” “potential” or similar
expressions are forward-looking statements. All forward-looking
statements in this communication reflect the Company’s current
views as of the date of this communication about its plans,
intentions, expectations, strategies and prospects, which are based
on the information currently available to it and on assumptions it
has made. Actual results may differ materially and adversely from
current expectations based on a number of factors, including, among
other things, the outcome of the Company’s contingency planning and
restructuring activities; the timing, impact or