ENDO INTERNATIONAL PLC (NASDAQ:ENDP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.

Purchase Agreement

On March14, 2019, Endo International plc (Endo) entered into a purchase agreement (the Purchase Agreement) among Par Pharmaceutical, Inc. (the Issuer), the other guarantors party thereto (the Guarantors) and J.P. Morgan Securities LLC as representative (the Representative) of the several initial purchasers named therein (collectively, the Initial Purchasers), in connection with the Issuers offering of $1.5billion aggregate principal amount of 7.500% Senior Secured Notes due 2027 (the Notes) issued under an indenture to be entered into among Endo, the Issuer, the Guarantors and Wells Fargo, National Association, as trustee, which represents an upsize of $500.0million over the previously contemplated offering amount.

The Notes will be guaranteed by Endo and certain of its subsidiaries and will be secured by first priority liens on the same collateral that secures Endos obligations under its existing senior secured credit facilities and existing senior secured notes.

The Notes and the related guarantees have not been, and will not be, registered under the Securities Act of 1933, as amended (the Securities Act), or any applicable state or foreign securities laws, and will be offered only to qualified institutional buyers in reliance on Rule 144A, and to persons outside the United States in compliance with Regulation S under the Securities Act.

Endo intends to use the net proceeds from the offering, together with cash on hand, to fund the Tender Offers (as defined below) by Endo Finance LLC, a wholly-owned subsidiary of Endo, to purchase a portion of Endos outstanding senior unsecured notes and to pay certain related premiums, fees and expenses. Endo intends to use the remaining net proceeds, if any, from this offering to reduce Endos outstanding indebtedness, including by means of one or more redemptions, repurchases or other repayments of any of Endos outstanding indebtedness. The offering is not conditioned upon the consummation of the Tender Offers and related consent solicitations.

The Purchase Agreement includes customary representations, warranties and covenants by Endo, the Issuer and the Guarantors. Under the terms of the Purchase Agreement, Endo, the Issuer and the Guarantors have agreed to indemnify the Initial Purchasers against certain liabilities. The offering of the Notes is expected to close on or about March28, 2019.

Certain of the initial purchasers and their affiliates have engaged, and may in the future engage, in investment banking, commercial banking and other financial advisory and commercial dealings with the Issuer and its affiliates. In particular, certain of the initial purchasers and/or their affiliates are holders of Endos outstanding indebtedness and, therefore, may receive a portion of the proceeds of this offering. Affiliates of J.P. Morgan Securities LLC are lenders and agents under Endos existing senior secured credit facilities.

Pricing of Notes

On March14, 2019, Endo announced the pricing of the Notes. A copy of the related press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Upsizing of Tender Offers

In connection with upsizing of the aggregate principal amount of the Notes in connection with the offering by the Issuer as described above, Endo Finance LLC, a wholly-owned subsidiary of Endo, announced an upsizing of the previously announced cash tender offers (the Tender Offers) and consent solicitations to increase (i) the aggregate purchase price from the initial amount of $1.0 billion to $1.5billion for all of the notes validly tendered and not validly withdrawn in the Tender Offers and (ii) the acceptance sublimit applicable to certain series of such notes from $500.0million to $650.0million. All other terms of the Tender Offers and the related consent solicitations, as previously announced, remain unchanged.

A copy of the related press release is filed herewith as Exhibit 99.2 and is incorporated herein by reference.

(d) Exhibits.