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| CUSIP No. G5890A102 | | | | Page 6 of 8 |
| Item 1. | SECURITY AND ISSUER. |
This Amendment No. 1 (the “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on June 16, 2023 (the “Original Schedule 13D”) and, as amended and supplemented by this Amendment, the “Schedule 13D”), with respect to the Shares. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.
| Item 4. | PURPOSE OF TRANSACTION. |
Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows:
On August 23, 2023, the Reporting Persons, along with creditors holding approximately 72% of the aggregate principal amount of the Debtors’ first lien funded debt and approximately 71% of the aggregate principal amount of the Debtors’ second lien funded debt and other parties thereto (collectively, the “Supporting Parties”), entered into a Restructuring Support Agreement (the “RSA”) with the Issuer and certain of its subsidiaries (together with the Issuer, the “Debtors”)
The RSA reflects an agreement by the Supporting Parties to support a comprehensive, reorganization of the Issuer and the other Debtors under chapter 11 of title 11 of the United States Code (the “Chapter 11 Cases”) with a prepackaged chapter 11 plan (the “Plan”), which contemplates the following:
| | • | | A new post-petition multi-draw, fully-backstopped priming term loan providing new funds in the amount of $250 million; |
| | • | | The reduction of first lien term debt from $2.86 billion to $1.65 billion, which may be in the form of takeback debt distributed to post-petition term lenders and pre-petition first lien creditors; |
| | • | | The pre-petition first lien creditors will also receive 92.3% of the Debtors’ reorganized equity (subject to dilution), plus cash (to the extent cash on hand at emergence is above specified thresholds) and takeback debt (or cash in lieu thereof); |
| | • | | The elimination of second lien debt in its entirety, with second lien creditors receiving 7.7% of the Debtors’ reorganized equity (subject to dilution); and |
| | • | | The cancellation of Mallinckrodt ordinary shares for no consideration. |
The RSA also contemplates that Mallinckrodt will pursue an examinership proceeding in Ireland that would be consistent in all respects with the foregoing restructuring terms.
Pursuant to the RSA, the Reporting Persons as well as each of the Debtors and the Supporting Parties have made certain customary commitments to each other in connection with the pursuit of the transactions contemplated by the term sheets attached thereto. The RSA contains milestones for the progress of the Chapter 11 Cases in the Bankruptcy Court that the Issuer intends to initiate on or around August 28, 2023 (the “Milestones”), which include the dates by which the Debtors are required to, among other things, obtain certain orders of the Bankruptcy Court and consummate the Debtors’ emergence from bankruptcy. Among other dates set forth in the RSA, the RSA contemplates that the Bankruptcy Court shall have entered an order confirming the Plan no later than 50 days after the petition date of the Chapter 11 Cases and that the Debtors shall have emerged from bankruptcy no later than 90 days after the petition date.
Each of the parties to the RSA may terminate the RSA (and thereby their support for the Plan) under certain limited circumstances.
The transactions contemplated by the RSA are subject to approval by the Bankruptcy Court, among other conditions. Accordingly, no assurance can be given that the transactions described therein will be consummated.
The foregoing summary of the RSA does not purport to be complete and is qualified in its entirety by reference to the RSA, a copy of which is filed as Exhibit 99.2 hereto and incorporated herein by reference.
