On November 19, 2019 Mallinckrodt plc (NYSE: MNK) reported (1) the early results of the previously announced offers by its wholly owned subsidiaries, Mallinckrodt International Finance S.A. and Mallinckrodt CB LLC (the "Issuers") to Eligible Holders (as defined below) to exchange (the "Exchange Offers") certain outstanding notes (collectively, the "Existing Notes") issued by the Issuers for new 10.000% Second Lien Senior Secured Notes due 2025 to be issued by the Issuers (collectively, the "New Notes") and solicitations of consents by the Issuers from Eligible Holders of each series of Existing Notes (other than the Existing 4.750% 2023 Notes) to Proposed Amendments (as defined below) to the indentures governing such Existing Notes (the "Consent Solicitations") and (2) the Existing Notes anticipated to be exchanged with the Issuers, separate from the Exchange Offers, pursuant to that certain exchange agreement, dated as of November 5, 2019, by and among Deerfield Partners, L.P., Deerfield Special Situations Fund, L.P. and Deerfield Private Design Fund IV, L.P. (such holders, the "Exchanging Holders") and the Issuers (the "Exchange Agreement") (Press release, Mallinckrodt, NOV 19, 2019, View Source [SID1234551491]).

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The following table sets forth a summary of the total (a) tenders and consents validly received and not withdrawn pursuant to the Exchange Offers and Consent Solicitations, as of 5:00 p.m., New York City time, on November 19, 2019 (the "Early Delivery Time"), according to D.F. King & Co, Inc., the exchange agent and information agent for the Exchange Offers and Consent Solicitations and (b) Existing Notes anticipated to be exchanged and associated consents anticipated to be provided under the Exchange Agreement:

Title of Series of
Existing Notes

CUSIP Number

Aggregate
Principal
Amount
Outstanding

Principal Amount
of Existing Notes
Tendered
Pursuant to the
Exchange Offers
and to be
Exchanged Under
the Exchange
Agreement(1)

Percentage of
Existing Notes
Tendered
Pursuant to the
Exchange Offers
and to be
Exchanged
Under the
Exchange
Agreement(1)

Principal
Amount of New
Notes to be
Delivered(1)

Existing 4.875% 2020 Notes

561233 AB3; L6233L AB2

$698,000,000

$72,641,000

10.4%

$61,744,850

Existing 5.750% 2022 Notes

561233 AA5; L6233L AA4

$663,200,000

$52,546,000

7.9%

$24,959,350

Existing 4.750% 2023 Notes

561234 AE5

$350,076,000

$265,921,000

76.0%

$98,390,770

Existing 5.625% 2023 Notes

561233 AD9; L6233L AD8

$659,360,000

$144,485,000

21.9%

$61,406,125

Existing 5.500% 2025 Notes

561233 AC1; L6233L AC0

$596,137,000

$157,465,000

26.4%

$66,922,625

_____________________

(1)

Includes tenders pursuant to the Exchange Offers, as of the Early Delivery Time, of (a) approximately $5.1 million aggregate principal amount of the Existing 4.875% 2020 Notes in exchange for approximately $4.3 million aggregate principal amount of New Notes, (b) approximately $52.5 million aggregate principal amount of the Existing 5.750% 2022 Notes in exchange for approximately $25.0 million aggregate principal amount of New Notes, (c) approximately $7.2 million aggregate principal amount of the Existing 4.750% 2023 Notes in exchange for approximately $2.7 million aggregate principal amount of New Notes, (d) approximately $46.0 million aggregate principal amount of the Existing 5.625% 2023 Notes in exchange for approximately $19.5 million aggregate principal amount of New Notes, and (e) approximately $82.3 million aggregate principal amount of the Existing 5.500% 2025 Notes in exchange for approximately $35.0 million aggregate principal amount of New Notes.

As of the Early Delivery Time, Mallinckrodt plc has not received the requisite consents from the holders of any series of Existing Notes that was the subject of a Consent Solicitation to amend (such amendments, the "Proposed Amendments") the indenture governing such series of the Existing Notes (such indentures, the "Existing Indentures") to eliminate substantially all of the restrictive covenants under the Existing Indentures, modify or eliminate certain other provisions of the Existing Indentures, and waive certain defaults and events of default, if any, under the Existing Indentures.

Eligible Holders who did not tender at or prior to the Early Delivery may still tender Existing Notes in the Exchange Offers until 11:59 p.m., New York City time, on December 4, 2019 (the "Expiration Time"), unless the Exchange Offers are extended or earlier terminated. Tenders may not be withdrawn after the Early Delivery Time, unless required by law.

As set forth in the Issuers’ confidential offering memorandum and consent solicitation statement, dated November 5, 2019 (the "Offering Memorandum and Consent Solicitation Statement"), for each $1,000 principal amount of Existing Notes tendered after the Early Delivery Time and at or prior to the Expiration Time, Eligible Holders will receive the following consideration:

Mallinckrodt plc currently expects that the settlement date on which we will deliver the New Notes to participating Eligible Holders and to the Exchanging Holders will be December 6, 2019. The New Notes will be secured by a second lien security interest in all collateral that currently secures Mallinckrodt plc’s senior secured credit facilities (subject to certain exceptions described in the Offering Memorandum and Consent Solicitation Statement). The New Notes will be guaranteed by each entity that currently guarantees Mallinckrodt plc’s senior secured credit facilities (subject to certain exceptions described in the Offering Memorandum and Consent Solicitation Statement). The New Notes will accrue interest from the date of issuance. Eligible Holders will receive a cash payment for any amounts of accrued and unpaid interest on the Existing Notes.

Each Exchange Offer and corresponding Consent Solicitation for a series of Existing Notes is being made independently of the Exchange Offers and Consent Solicitations for the other series of Existing Notes and is not conditioned upon the completion of any of the other Exchange Offers and Consent Solicitations. The Issuers reserve the right to terminate, withdraw or amend each Exchange Offer or Consent Solicitation without also terminating, withdrawing or amending any of the other Exchange Offers and Consent Solicitations. The consummation of each Exchange Offer and corresponding Consent Solicitation is subject to, and conditional upon, the satisfaction or waiver of customary conditions, as described in the Offering Memorandum and Consent Solicitation Statement.

The New Notes have not been registered under the Securities Act of 1933, as amended (the "Securities Act") or any state or foreign securities laws. The New Notes may not be offered or sold in the United States or to any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Exchange Offers and Consent Solicitations are only being made to persons who certify that they are (a) "qualified institutional buyers" as defined in Rule 144A under the Securities Act or (ii) are not, and are not acting on behalf of, a "U.S. person" as defined in Rule 902 of Regulation S under the Securities Act (such persons, "Eligible Holders"). As such, documents relating to the Exchange Offers and Consent Solicitations will only be distributed to holders of Existing Notes who complete and return an eligibility letter ("Eligibility Letter") confirming that they are Eligible Holders of Existing Notes.

The complete terms and conditions of the Exchange Offers and Consent Solicitations are described in the Offering Memorandum and Consent Solicitation Statement, copies of which may be obtained by Eligible Holders by contacting D.F. King Co., Inc., the exchange agent and information agent in connection with the Exchange Offers and Consent Solicitations, at: (866) 356-7814 (toll free) or: (212) 269-5550 (bankers and brokers call collect) or email at [email protected]. The Eligibility Letter is available electronically at: www.dfking.com/mnk. A copy of the Exchange Agreement was filed as Exhibit 10.1 to the Current Report on Form 8-K filed by Mallinckrodt with the Securities and Exchange Commission on November 5, 2019.