Item 8.01 Other Events.
As previously disclosed, on August 16, 2022, Endo International plc, together
with certain of its direct and indirect subsidiaries (the "Company" or the
"Debtors"), filed voluntary petitions for relief under chapter 11 of title 11 of
the United States Code (the "Bankruptcy Code") in the United States Bankruptcy
Court for the Southern District of New York (the "Bankruptcy Court"). The cases
are being administered under the caption In re Endo International plc, et al.
(Case No. 22-22549) (the "Chapter 11 Cases"). The Debtors continue to operate
their businesses and manage their properties as "debtors-in-possession" under
the jurisdiction of the Bankruptcy Court and in accordance with the applicable
provisions of the Bankruptcy Code and order of the Bankruptcy Court.
Non-Debtor Report
On January 23, 2023, the Company filed with the Bankruptcy Court a periodic
report as of September 30, 2022 in accordance with Rule 2015.3 of the Federal
Rules of Bankruptcy Procedure (the "Non-Debtor Report") regarding the value,
operations, and profitability of entities in which a Debtor holds, or two or
more Debtors collectively hold, a substantial or controlling interest. The
Non-Debtor Report is available for review free of charge at
https://restructuring.ra.kroll.com/endo/. The Non-Debtor Report and other
information available on this website are not part of this Form 8-K and are not
deemed to be incorporated by reference in this Form 8-K.
The Debtors expect to file future non-debtor reports and similar reports (such
as monthly chapter 11 operating reports) and other documents with the Bankruptcy
Court while the Chapter 11 Cases remain pending. The filing of such reports and
other documents may not be accompanied by a Form 8-K filing. These reports and
other documents will also be available for review free of charge at
https://restructuring.ra.kroll.com/endo/. Investors should review this website
for additional information regarding the Debtors and their Chapter 11 Cases.
Cautionary Statement Regarding Non-Debtor Reports and Other Documents
The Company cautions investors and potential investors not to place undue
reliance upon the information contained in the Non-Debtor Report or any similar
reports or other documents that have been or in the future are filed with the
Bankruptcy Court and are not prepared for the purpose of providing the basis for
an investment decision relating to any of the securities of the Company. The
Non-Debtor Report and any other reports or documents that have been or in the
future are filed with the Bankruptcy Court are limited in scope, cover a limited
time period, and are prepared solely for the purpose of complying with the
reporting requirements of the Bankruptcy Court. The Non-Debtor Report and any
similar reports or other documents that have been or in the future are filed
with the Bankruptcy Court are not audited or reviewed by independent
accountants, are not prepared in accordance with generally accepted accounting
principles, are in a format prescribed by applicable bankruptcy laws or rules,
and are subject to future adjustment and reconciliation. There can be no
assurance that, from the perspective of an investor or potential investor in the
Company's securities, the Non-Debtor Report and any similar reports or other
documents that have been or in the future are filed with the Bankruptcy Court
are complete. Results and projections set forth in the Non-Debtor Report or any
similar reports or other documents that have been or in the future are filed
with the Bankruptcy Court should not be viewed as indicative of future results.
--------------------------------------------------------------------------------
Cautionary Information Regarding Trading in the Company's Securities.
The Company continues to face certain risks and uncertainties that have been
affecting its business and operations, and these risks and uncertainties may
affect the Company's ability to enter into a sale transaction and could impact
the outcome of the Company's voluntary petitions for relief under chapter 11 of
the Bankruptcy Code in the United States Bankruptcy Court for the Southern
District of New York (collectively, the "Chapter 11 Filings"). Holders of the
Company's equity securities will likely be entitled to little or no recovery on
their investment following the Chapter 11 Filings, and recoveries to other
stakeholders cannot be determined at this time. The Company cautions that
trading in the Company's securities given the pendency of the Chapter 11 Filings
is highly speculative and poses substantial risks. Trading prices for the
Company's securities may bear little or no relationship to the actual value
realized, if any, by holders of the Company's securities in the Chapter 11
Filings. Accordingly, the Company urges extreme caution with respect to existing
and future investments in its securities.
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 the
Non-Debtor Report or any similar reports or other documents that have been or in
the future are filed with the Bankruptcy Court, 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 following: the outcome of
the Company's contingency planning and restructuring activities; the timing,
impact or results of any pending or future litigation, investigations,
proceedings or claims, including opioid, tax and antitrust related matters;
actual or contingent liabilities; settlement discussions or negotiations; the
Company's liquidity, financial performance, cash position and operations; the
Company's strategy; risks and uncertainties associated with chapter 11
proceedings; the negative impacts on the Company's businesses as a result of
filing for and operating under chapter 11 protection; the time, terms and
ability to confirm a sale of the Company's businesses under Section 363 of the
U.S. Bankruptcy Code; the adequacy of the capital resources of the Company's
businesses and the difficulty in forecasting the liquidity requirements of the
operations of the Company's businesses; the unpredictability of the Company's
financial results while in chapter 11 proceedings; the Company's ability to
discharge claims in chapter 11 proceedings; negotiations with the holders of the
Company's indebtedness and its trade creditors and other significant creditors;
risks and uncertainties with performing under the terms of the restructuring
support agreement and any other arrangement with lenders or creditors while in
chapter 11 proceedings; the Company's ability to conduct business as usual; the
Company's ability to continue to serve customers, suppliers and other business
partners at the high level of service and performance they have come to expect
from the Company; the Company's ability to continue to pay employees, suppliers
and vendors; the ability to control costs during chapter 11 proceedings; adverse
litigation; the risk that the Chapter 11 Cases may be converted to cases under
chapter 7 of the Bankruptcy Code; the Company's ability to secure operating
capital; the Company's ability to take advantage of opportunities to acquire
assets with upside potential; the Company's ability to execute on its strategic
plan to pursue, evaluate and close an asset sale of the Company's businesses
pursuant to Section 363 of the Bankruptcy Code; the impact of competition,
including the loss of exclusivity and generic competition; our ability to
satisfy judgments or settlements or pursue appeals including bonding
requirements; our ability to adjust to changing market conditions; our ability
to attract and retain key personnel; our inability to maintain compliance with
financial covenants and operating obligations which would expose us to potential
events of default under our outstanding indebtedness; our ability to incur
additional debt or equity financing for working capital, capital expenditures,
business development, debt service requirements, acquisitions or general
corporate or other purposes; our ability to refinance our indebtedness; a
significant reduction in our short-term or long-term revenues which could cause
us to be unable to fund our operations and liquidity needs or repay
indebtedness; supply chain interruptions or difficulties; changes in competitive
or market conditions; changes in legislation or regulatory developments; our
ability to obtain and maintain adequate protection for our intellectual property
rights; the timing and uncertainty of the results of both the research and
development and regulatory processes, including regulatory decisions, product
recalls, withdrawals and other unusual items; domestic and foreign health care
and cost containment reforms, including government pricing, tax and
reimbursement policies; technological advances and patents obtained by
competitors; the performance,
--------------------------------------------------------------------------------
including the approval, introduction, and consumer and physician acceptance of
new products and the continuing acceptance of currently marketed products; our
ability to integrate any newly acquired products into our portfolio and achieve
any financial or commercial expectations; the impact that known and unknown side
effects may have on market perception and consumer preference for our products;
the effectiveness of advertising and other promotional campaigns; the timely and
successful implementation of any strategic initiatives; unfavorable publicity
regarding the misuse of opioids; the uncertainty associated with the
identification of and successful consummation and execution of external
corporate development initiatives and strategic partnering transactions; our
ability to advance our strategic priorities, develop our product pipeline and
continue to develop the market for products; and our ability to obtain and
successfully manufacture, maintain and distribute a sufficient supply of
products to meet market demand in a timely manner. In addition, U.S. and
international economic conditions, including consumer confidence and debt
levels, taxation, changes in interest and currency exchange rates, international
relations, capital and credit availability, the status of financial markets and
institutions, the impact of and response to the ongoing COVID-19 pandemic and
the impact of continued economic volatility, can materially affect our results.
Therefore, the reader is cautioned not to rely on these forward-looking
statements. The Company expressly disclaims any intent or obligation to update
these forward-looking statements, except as required to do so by law.
Additional information concerning risk factors, including those referenced
above, can be found in press releases issued by the Company, as well as the
Company's public periodic filings with the U.S. Securities and Exchange
Commission and with securities regulators in Canada, including the discussion
under the heading "Risk Factors" in the Company's most recent Annual Report on
Form 10-K and any subsequent Quarterly Reports on Form 10-Q or other filings
with the U.S. Securities and Exchange Commission. Copies of the Company's press
releases and additional information about the Company are available at
www.endo.com or you can contact the Company's Investor Relations Department at
relations.investor@endo.com.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
ENDO INTERNATIONAL PLC 
