ALLERGAN PLC (NYSE:AGN) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On January1, 2018, in connection with an internal reorganization, Forest Laboratories, LLC (“Forest Labs”), a wholly-owned subsidiary of Allergan plc (the “Company”), merged (the “Merger”) with and into Allergan Sales, LLC (“Allergan Sales”), a wholly-owned subsidiary of the Company, with Allergan Sales being the surviving entity.
As a result of the Merger, on January1, 2018, Allergan Sales acquired the existing and outstanding $450million aggregate principal amount of the 4.875% Senior Notes due 2021 (the “4.875% Notes”) issued by Forest Labs to an indenture (as amended and supplemented, the “4.875% Notes Indenture”), dated January31, 2014, among Forest Labs, the Company, as guarantor (the “Parent Guarantor”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”), and entered into a supplemental indenture to the 4.875% Notes Indenture (the “4.875% Notes Supplemental Indenture”), dated January1, 2018, among Allergan Sales, the Parent Guarantor and the Trustee, to which Allergan Sales assumed Forest Labs’ obligations with respect to the 4.875% Notes and the 4.875% Notes Indenture and the Parent Guarantor fully, unconditionally and irrevocably guaranteed Allergan Sales’ obligations under the 4.875% Notes Indenture and the 4.875% Notes.
Also as a result of the Merger, on January1, 2018, Allergan Sales acquired the existing and outstanding $1,200million aggregate principal amount of the 5.00% Senior Notes due 2021 (the “5.00% Notes”) issued by Forest Labs to an indenture (as amended and supplemented, the “5.00% Notes Indenture”), dated December10, 2013, among Forest Labs, the Parent Guarantor and the Trustee, and entered into a supplemental indenture to the 5.00% Notes Indenture (the “5.00% Notes Supplemental Indenture”), dated January1, 2018, among Allergan Sales, the Parent Guarantor and the Trustee, to which Allergan Sales assumed Forest Labs’ obligations with respect to the 5.00% Notes and the 5.00% Notes Indenture and the Parent Guarantor fully, unconditionally and irrevocably guaranteed Allergan Sales’ obligations under the 5.00% Notes Indenture and the 5.00% Notes.
The foregoing description of the 4.875% Notes Supplemental Indenture and the 5.00% Notes Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the text of the 4.875% Notes Supplemental Indenture and the 5.00% Notes Supplemental Indenture, which are attached as Exhibits 4.1 and 4.2 to this report and incorporated herein by reference.
| Item 1.01 | Material Modification to Rights of Security Holders. |
The disclosure set forth above under Item 1.01 is incorporated by reference into this Item 1.01.
| Item 1.01. | Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit |
Description of Exhibit |
| Exhibit4.1 | 4.875% Notes Supplemental Indenture, dated January1, 2018, among Allergan Sales, LLC, Allergan plc, as guarantor, and Wells Fargo Bank, National Association, as trustee. |
| Exhibit4.2 | 5.00% Notes Supplemental Indenture, dated January1, 2018, among Allergan Sales, LLC, Allergan plc, as guarantor, and Wells Fargo Bank, National Association, as trustee. |
Allergan plc ExhibitEX-4.1 2 d519785dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 FOURTH SUPPLEMENTAL INDENTURE This Fourth Supplemental Indenture,…To view the full exhibit click here
