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
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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, including the
Nevakar Settlement and its acceptance by the Bankruptcy Court; 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; and 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 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Number Description
99.1 Cleansing Materials
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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