ENDO INTERNATIONAL PLC (NASDAQ:ENDP) Files An 8-K Entry into a Material Definitive Agreement

Item1.01. Entry into a Material Definitive Agreement.

Indenture

Endo Designated Activity Company, Endo Finance LLC and Endo Finco
Inc. (collectively, the Issuers), wholly owned subsidiaries of
Endo International plc (the Company), entered into an indenture,
dated as of April27, 2017 (the Indenture), among the Issuers, the
guarantors named therein and Wells Fargo Bank, National
Association, as trustee (the Trustee), governing the terms of the
Issuers $300,000,000 aggregate principal amount of 5.875% Senior
Secured Notes due 2024 (the Notes). The Notes were issued on
April27, 2017.

The Notes were issued in a private offering exempt from the
registration requirements of the Securities Act of 1933, as
amended (the Securities Act), to qualified institutional buyers
in accordance with Rule 144A and to persons outside of the United
States to Regulation S under the Securities Act. The Notes are
senior secured obligations of the Issuers and are (i)guaranteed
on a senior secured basis by the Company and certain of the
Companys subsidiaries that also guarantee the New Credit
Agreement (as defined below) and (ii)secured by first priority
liens on the same collateral that secures Endos obligations under
the New Credit Agreement in accordance with the terms of the
Indenture and the collateral trust agreement among the Company,
the Borrowers (as defined below), the Issuers, certain other
grantors party thereto, the Administrative Agent (as defined
below), the Trustee and Wilmington Trust, National Association,
as collateral trustee (the Collateral Trust Agreement) to which
the Collateral Trustee will receive, hold, administer, maintain,
enforce and distribute proceeds of all of its liens upon the
collateral for the benefit of the current and future holders of
the Notes, the obligations under the New Credit Facilities (as
defined below) and other parity lien obligations, if any. The
Notes and the related guarantees have not been, and will not be,
registered under the Securities Act and may not be offered or
sold in the United States absent registration or an applicable
exemption from registration requirements.

The Notes bear interest at a rate of 5.875%per year, accruing
from April27, 2017. Interest on the Notes is payable semiannually
in arrears on April15 and October15 of each year, beginning on
October15, 2017. The Notes will mature on October15, 2024,
subject to earlier repurchase or redemption in accordance with
the terms of the Indenture.

The Issuers may redeem some or all of the Notes at any time prior
to April15, 2020 at a price equal to 50% of the principal amount
of the Notes redeemed plus accrued and unpaid interest, if any,
to, but not including, the redemption date and a make-whole
premium set forth in the Indenture. On or after April15, 2020,
the Issuers may redeem some or all of the Notes at any time at
redemption prices set forth in the Indenture, plus accrued and
unpaid interest, if any, to, but not including, the redemption
date. In addition, at any time prior to April15, 2020, the
Issuers may redeem up to 35% of the aggregate principal amount of
the Notes at a specified redemption price set forth in the
Indenture plus accrued and unpaid interest, if any, to, but not
including, the redemption date, with the net cash proceeds of
specified equity offerings. If the Company experiences certain
change of control events, the Issuers must offer to repurchase
the Notes at 101% of their principal amount, plus accrued and
unpaid interest, if any, to, but not including, the repurchase
date.

The Indenture contains covenants that, among other things,
restrict the Companys ability and the ability of its restricted
subsidiaries to incur certain additional indebtedness and issue
preferred stock, make certain dividends, distributions,
investments and other restricted payments, sell certain assets,
enter into sale and leaseback transactions, agree to payment
restrictions on the ability of restricted subsidiaries to make
certain payments to the Company or any of its restricted
subsidiaries, create certain liens, merge, consolidate or sell
all or substantially all of the Companys assets, enter into
certain transactions with affiliates or designate subsidiaries as
unrestricted subsidiaries. These covenants are subject to a
number of important exceptions and qualifications, including the
fall away or revision of certain of these covenants upon the
Notes receiving investment grade credit ratings.

The Company intends to use the net proceeds from the offering,
together with the proceeds of its New Term Loan Facility (as
defined below) and cash on hand, to repay all its outstanding
loans and all other obligations under its existing credit
facilities and to pay related fees and expenses.

The foregoing summary of the Indenture and the Notes does not
purport to be complete and is qualified in its entirety by
reference to the complete terms of the Indenture and the Notes,
copies of which are filed with this Current Report on Form 8-K as
Exhibits 4.1 and 4.2 and are incorporated herein by reference.

Credit Agreement

On April27, 2017, concurrently with the issuance of the Notes,
the Company entered into a new credit agreement (the New Credit
Agreement), as parent, together with its subsidiaries Endo
Luxembourg Finance Company I S.a.r.l. and Endo LLC, as borrowers
(together, the Borrowers), the lenders party thereto
(collectively, the Lenders) and JPMorgan Chase Bank, N.A., as
administrative agent (in such capacity, the Administrative
Agent), issuing bank and swingline lender. The New Credit
Agreement provides for (i)a five-year revolving credit facility
in a principal amount of $1,000 million (the New Revolving Credit
Facility) and (ii)a seven-year term loan facility in a principal
amount of $3,415 million (the New Term Loan Facility and together
with the New Revolving Credit Facility, the New Credit
Facilities). Any outstanding amounts borrowed to the New Credit
Facilities will immediately mature if certain of our existing
senior notes are not refinanced or repaid in full prior to the
date that is 91 days prior to the stated maturity date thereof.

The obligations under the New Credit Agreement are guaranteed by
the Company and its material subsidiaries, and certain other
subsidiaries of the Company from time to time (the Company,
together with such subsidiaries, the Guarantors) and secured by a
lien on substantially all the assets (with certain exceptions) of
the Borrowers and the Guarantors in accordance with the terms of
the New Credit Agreement, the Collateral Trust Agreement and the
other related security documents. The New Credit Agreement
contains affirmative and negative covenants that the Company
believes to be usual and customary for a senior secured credit
facility of this type. The negative covenants include, among
other things, limitations on asset sales, mergers and
acquisitions, indebtedness, liens, dividends, investments and
transactions with the Companys affiliates. Borrowings under the
New Revolving Credit Facility bear interest at a rate equal to an
applicable margin plus London Interbank Offered Rate (LIBOR). In
addition, borrowings under our New Term Loan Facility bear
interest at a rate equal to an applicable margin plus LIBOR,
subject to a LIBOR floor of 0.75%.

The Company intends to use the net proceeds from the New Term
Loan Facility, together with the proceeds of the offering and
cash on hand, to repay all its outstanding loans and all other
obligations under its existing credit facilities and to pay
related fees and expenses. The Company also intends to use the
proceeds of the New Revolving Credit Facility from time to time
for general corporate purposes.

The foregoing summary of the New Credit Agreement does not
purport to be complete and is qualified in its entirety by
reference to the complete terms of the New Credit Agreement, a
copy of which is filed with this Current Report on Form 8-K as
Exhibit 10.1 and is incorporated herein by reference.

Item2.03 Creation of a Direct Financial
Obligation.

The information set forth in Item1.01 of this Current Report on
Form 8-K is incorporated by reference into this Item2.03.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits.

ENDO INTERNATIONAL PLC (NASDAQ:ENDP) Recent Trading Information

ENDO INTERNATIONAL PLC (NASDAQ:ENDP) closed its last trading session up +0.13 at 11.28 with 3,628,894 shares trading hands.