WCRX / Warner Chilcott plc - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

- 15-15D

15-15D 1 d933075d1515d.htm 15-15D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Numbers: 001-36887 333-199019 333-223089-04 333-2

- 15-15D

15-15D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Numbers: 001-36887 333-199019 333-223089-04 333-202168-04 Warner Chilcott Li

- 15-12B

15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Numbers: 001-36887 333-199019 333-223089-04 333-202168-04 Warner Chilcott Li

- 15-15D

15-15D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Numbers: 001-36887 333-199019 333-223089-04 333-202168-04 Warner Chilcott Li

- POSASR

POSASR 1 d921626dposasr.htm POSASR As filed with the Securities and Exchange Commission on May 14, 2020 No. 333-223089 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 To Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Allergan plc (Exact name of registrant as specified in its charter) Ireland 98-1114402 (State or other Jurisdi

- POS AM

POS AM As filed with the Securities and Exchange Commission on May 14, 2020 No. 333-199019 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Warner Chilcott Limited* (Exact name of registrant as specified in its charter) Bermuda 2834 98-0496358 (State or other Jurisdiction of In

Quarterly Report - 10-Q

o UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Exact name of registrant as s

Annual Report - 10-K/A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A Amendment No. 1 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number

Sixth Supplemental Indenture, dated as of November 7, 2019, by and among Allergan Finance, LLC, Allergan plc, Warner Chilcott Limited and Wells Fargo Bank, National Association, as trustee.

Exhibit 4.35 SIXTH SUPPLEMENTAL INDENTURE THIS SIXTH SUPPLEMENTAL INDENTURE, dated as of November 7, 2019 (this “Supplemental Indenture”), is by and among Allergan Finance, LLC, a Nevada limited liability company (the “Company”), Allergan plc, an Irish public limited company (“Allergan”), and Warner Chilcott Limited, a Bermuda exempted company (“Warner Chilcott” and, together with Allergan, the “G

Subsidiaries of the Company.

EX-21.1 10 agn-ex211448.htm EX-21.1 Exhibit 21.1 Name Jurisdiction of Incorporation AGN International Inc. US - Delaware AGN Kythera, L.P. US- Delaware AGN Labs LLC US - Delaware AGN LLC US - Delaware AGN Sundry LLC US - Delaware Akarna Therapeutics, Limited UK Allergan WC 1 S.a r.l. Luxembourg Allergan (Chengdu) Medical Aesthetics Clinic Co., Ltd. China Allergan (Thailand) Limited Thailand Allerg

First Supplemental Indenture, dated as of November 7, 2019, by and among Allergan Funding SCS, the Guarantors party thereto and Wells Fargo Bank, National Association, as trustee.

Exhibit 4.30 FIRST SUPPLEMENTAL INDENTURE THIS FIRST SUPPLEMENTAL INDENTURE, dated as of November 7, 2019 (this “Supplemental Indenture”), is by and among Allergan Funding SCS, a limited partnership (société en commandite simple) organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 2, rue Joseph Hackin, L-1746 Luxembourg, Grand Duchy of Luxembourg and register

Fifth Supplemental Indenture, dated as of November 7, 2019, by and among Allergan Sales, LLC, Allergan plc and Wells Fargo Bank, National Association, as trustee.

EX-4.32 5 agn-ex432370.htm EX-4.32 Exhibit 4.32 FIFTH SUPPLEMENTAL INDENTURE THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of November 7, 2019 (this “Supplemental Indenture”), is by and among Allergan Sales, LLC, a Delaware limited liability company (the “Company”), as successor in interest to Forest Laboratories, LLC, Allergan plc, an Irish public limited company and indirect parent of the Company,

AGN / Allergan plc 10-K - Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Exact name of registrant as specifie

Fifth Supplemental Indenture, dated as of November 7, 2019, by and among Allergan Funding SCS, the Guarantors party thereto and Wells Fargo Bank, National Association, as trustee.

EX-4.29 2 agn-ex429373.htm EX-4.29 Exhibit 4.29 FIFTH SUPPLEMENTAL INDENTURE THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of November 7, 2019 (this “Supplemental Indenture”), is by and among Allergan Funding SCS, a limited partnership (société en commandite simple) organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 2, rue Joseph Hackin, L-1746 Luxembourg, Gra

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

Exhibit 4.36 DESCRIPTION OF THE SECURITIES OF ALLERGAN PLC REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of February 17, 2020, Allergan plc (“Allergan,” the “Company,” “we,” “our” and “us”) has seven classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (1) ordinary shares; (2) Floating rate notes du

Third Supplemental Indenture, dated as of November 7, 2019, by and among Allergan, Inc., Allergan plc, Warner Chilcott Limited and Wells Fargo Bank, National Association, as trustee.

Exhibit 4.34 THIRD SUPPLEMENTAL INDENTURE THIS THIRD SUPPLEMENTAL INDENTURE, dated as of November 7, 2019 (this “Supplemental Indenture”), is by and among Allergan, Inc., a Delaware corporation (the “Company”), Allergan plc, an Irish public limited company (“Allergan”), and Warner Chilcott Limited, a Bermuda exempted company, each an indirect parent of the Company (each, a “Guarantor” and together

Third Supplemental Indenture, dated as of November 7, 2019, by and among Allergan, Inc., Allergan plc, Warner Chilcott Limited and Wells Fargo Bank, National Association, as trustee.

EX-4.33 6 agn-ex433369.htm EX-4.33 Exhibit 4.33 THIRD SUPPLEMENTAL INDENTURE THIS THIRD SUPPLEMENTAL INDENTURE, dated as of November 7, 2019 (this “Supplemental Indenture”), is by and among Allergan, Inc., a Delaware corporation (the “Company”), Allergan plc, an Irish public limited company (“Allergan”), and Warner Chilcott Limited, a Bermuda exempted company, each an indirect parent of the Compan

Fifth Supplemental Indenture, dated as of November 7, 2019, by and among Allergan Sales, LLC, Allergan plc and Wells Fargo Bank, National Association, as trustee.

EX-4.31 4 agn-ex431371.htm EX-4.31 Exhibit 4.31 FIFTH SUPPLEMENTAL INDENTURE THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of November 7, 2019 (this “Supplemental Indenture”), is by and among Allergan Sales, LLC, a Delaware limited liability company (the “Company”), as successor in interest to Forest Laboratories, LLC, Allergan plc, an Irish public limited company and indirect parent of the Company,

Power of Attorney

EX-24.1 13 agn-ex24110.htm EX-24.1 Exhibit 24.1 power of attorney Know all men by these presents, that each person whose signature appears below constitutes and appoints A. Robert D. Bailey such person’s true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for such person and in such person’s name, place and stead, in any and all capacities, to sign one or mo

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2020 (February 10, 2020) WARNER CHILCOTT LIMITED (Exact name of registrant as specified in its charter) Bermuda 001-36887 98-0496358 (State or Other Jurisdiction of Incor

AGN / Allergan plc 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Exact name of registrant as

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2019 (November 5, 2019) WARNER CHILCOTT LIMITED (Exact name of registrant as specified in its charter) Bermuda 001-36887 98-0496358 (State or Other Jurisdiction of Incorpo

AGN / Allergan plc 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Exact name of registrant as spec

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2019 (August 6, 2019) WARNER CHILCOTT LIMITED (Exact name of registrant as specified in its charter) Bermuda 001-36887 98-0496358 (State or Other Jurisdiction of Incorporati

EX-99.25

EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the Guarantor of the stated securities from listing and registration on the Exchange at the opening of business on June 14, 2019, pursuant to the provisions of Rule 12d2-2 (a). [ X ] 17 CFR 240.12d2-2(a)

AGN / Allergan plc 10-Q Quarterly Report 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Exact name of registrant as spe

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2019 (May 7, 2019) WARNER CHILCOTT LIMITED (Exact name of registrant as specified in its charter) Bermuda 001-36887 98-0496358 (State or Other Jurisdiction of Incorporation) (C

AGN / Allergan plc 10-K (Annual Report)

10-K 1 agn-10k20181231.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Exac

Subsidiaries of the Company.

Exhibit 21.1 Name Jurisdiction of Incorporation AGN International Inc. US - Delaware AGN Labs LLC US - Delaware AGN LLC US - Delaware AGN Sundry LLC US - Delaware AHI CV HoldCo, LLC, Irish Branch in the process of being de-registered in Ireland Ireland Akarna Therapeutics, Limited UK Allergan Acquisition 1 S.à r.l. (f/k/a Actavis Acquisition 1 S.à r.l.) Luxembourg Allergan Acquisition 2 S.à r.l. (

Power of Attorney

Exhibit 24.1 power of attorney Know all men by these presents, that each person whose signature appears below constitutes and appoints A. Robert D. Bailey such person’s true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for such person and in such person’s name, place and stead, in any and all capacities, to sign one or more Annual Reports on Form 10-K purs

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2019 (January 29, 2019) WARNER CHILCOTT LIMITED (Exact name of registrant as specified in its charter) Bermuda 001-36887 98-0496358 (State or Other Jurisdiction of Incorpo

WCRX / Warner Chilcott plc FORM 8-A12B

Form 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Allergan Funding SCS Warner Chilcott Limited (Exact Name of Registrant as Specified in Its Charter) (Exact Name of Registrant as Specified in Its Charter) Luxembourg Bermuda (State or

Consent of Greenberg Traurig LLP (contained in Exhibit 5.4 above).

EX-5.4 Exhibit 5.4 November 15, 2018 Allergan Finance, LLC 5 Giralda Farms Madison, New Jersey 07940 Re: Allergan Finance, LLC Ladies and Gentlemen: We have acted as special Nevada counsel in the State of Nevada (“State”) to Allergan Finance, LLC, a Nevada limited liability company (“Company”), in connection with the issuance by Allergan Funding SCS, a limited partnership (société en commandite si

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 d649753d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 15, 2018 (November 15, 2018) Commission File Number Exact name of registrant as specified in its charter, principal office and address and telep

Consent of Appleby (Bermuda) Limited (contained in Exhibit 5.3 above).

EX-5.3 Exhibit 5.3 DRAFT – SUBJECT TO APPLEBY OPINION COMMITTEE REVIEW AND APPROVAL Warner Chilcott Limited Email [email protected] Canon’s Court 22 Victoria Street Hamilton HM 12 Bermuda Direct Dial +1 441 298 3281 Tel +1 441 295 2244 Fax +1 441 292 8666 Your Ref Appleby Ref 441589.0003/SE 15 November 2018 Bermuda Office Appleby (Bermuda) Limited Canon’s Court 22 Victoria Street PO Box HM

Fourth Supplemental Indenture dated November 15, 2018, among Allergan Funding SCS and Warner Chilcott Limited, Allergan Capital S.à r.l., and Allergan Finance, LLC, as guarantors, and Wells Fargo Bank, National Association, as trustee, as trustee.

EX-4.1 2 d649753dex41.htm EX-4.1 Exhibit 4.1 FOURTH SUPPLEMENTAL INDENTURE THIS FOURTH SUPPLEMENTAL INDENTURE, dated as of November 15, 2018 (this “Supplemental Indenture”), is between Allergan Funding SCS, a limited partnership (société en commandite simple) organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 46A, avenue J.F. Kennedy, L-1855 Luxembourg, Gran

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 8, 2018 (November 8, 2018) Commission File Number Exact name of registrant as specified in its charter, principal office and address and telephone number State of incorporati

Underwriting Agreement, dated November 8, 2018, by and among Allergan Funding SCS, the guarantors listed therein, Allergan plc, and Barclays Bank PLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities plc, and Morgan Stanley & Co. International plc, as representatives of the several underwriters listed in Schedule 1 thereto.

EX-1.1 Exhibit 1.1 MiFID II professionals / ECPs-only; no PRIIPS KID ALLERGAN FUNDING SCS €500,000,000 1.500% Notes due 2023 €500,000,000 2.625% Notes due 2028 €700,000,000 Floating Rate Notes due 2020 Underwriting Agreement November 8, 2018 Barclays Bank PLC 5 The North Colonnade Canary Wharf London E14 4BB United Kingdom Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 J.P. Morga

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price per Security Proposed Maximum Aggregate Offering Price Amount of Registration Fee (1)(2)(3) 1.500% Notes due 20

Table of Contents Filed Pursuant to Rule 424(b)(2) Registration Statement No. 333-223089, 333-223089-01, 333-223089-02, 333-223089-03, 333-223089-04 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price per Security Proposed Maximum Aggregate Offering Price Amount of Registration Fee (1)(2)(3) 1.500% Notes due 202

€ Allergan Funding SCS € % Notes due 2023 € % Notes due 2028 € Floating Rate Notes due 2020 Guaranteed by Warner Chilcott Limited, Allergan Capital S.à r.l. and Allergan Finance, LLC

424B5 1 d635409d424b5.htm 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333- 223089, 333-223089-01, 333-223089-02, 333-223089-03, 333-223089-04 The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to s

AGN / Allergan plc 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Exact name of registrant as

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2018 (October 30, 2018) WARNER CHILCOTT LIMITED (Exact name of registrant as specified in its charter) Bermuda 001-36887 98-0496358 (State or Other Jurisdiction of Incorpo

AGN / Allergan plc 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Exact name of registrant as spec

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 tv4992248k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2018 (July 26, 2018) WARNER CHILCOTT LIMITED (Exact name of registrant as specified in its charter) Bermuda 001-36887 98-0496358 (State or Other

AGN / Allergan plc 10-Q/A (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A (Amendment No. 1 to Form 10-Q) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Offer Letter from Allergan plc to Matthew M. Walsh, dated January 30, 2018.

EX-10.2 Exhibit 10.2 5 Giralda Farms · Madison, NJ 07940 January 15, 2018 Mr. Matthew M. Walsh [redacted] Dear Matt, We are pleased to offer you employment with Allergan plc in the position of Executive Vice President & Chief Financial Officer. In this position, located in Madison, NJ, you will report to Brent Saunders, Chairman, President and Chief Executive Officer and be a key member of our exe

AGN / Allergan plc 10-Q (Quarterly Report)

10-Q 1 agn-10q20180331.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number

Separation Agreement by and between Robert A. Stewart and Allergan, Inc. dated as of March 8, 2018.

EX-10.1 2 agn-ex101257.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (the “Agreement”) is entered into between Robert Alan Stewart (“Executive”) and Allergan, Inc. (“Allergan”) on its own behalf and on behalf of its parent companies, subsidiaries, affiliates, predecessors and successors, and the affiliates, predecessors and succes

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 tv4925078k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2018 WARNER CHILCOTT LIMITED (Exact name of registrant as specified in its charter) Bermuda 001-36887 98-0496358 (State or Other Jurisdiction o

Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm for Warner Chilcott Limited.

EX-23.7 Exhibit 23.7 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated February 16, 2018 relating to the financial statements and financial statement schedule, which appears in Warner Chilcott Limited?s Annual Report on Form 10-K for the year ended December 31, 2017. We also co

Statement Regarding Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Share Dividends

EX-12.1 Exhibit 12.1 Ratio of earnings to fixed charges and ratio of earnings to combined fixed charges and preferred share dividends The following table shows Allergan?s ratio of earnings to fixed charges and ratio of earnings to combined fixed charges and preferred share dividends for each of the periods indicated (dollars in millions): Year ended December 31, 2017 2016 2015 2014 2013 Fixed Char

Power of Attorney for Allergan plc.

EX-24.1 10 d539560dex241.htm EX-24.1 Exhibit 24.1 POWER OF ATTORNEY Know all men by these present, that each person whose signature appears below constitutes and appoints A. Robert D. Bailey and Brent L. Saunders such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and revocation, for such person and in such person’s name, place and stead, in any and all capa

Opinion of Appleby (Bermuda) Limited in respect of Allergan Funding SCS Debt Securities and Warner Chilcott Limited guarantees.

EX-5.3 Exhibit 5.3 Warner Chilcott Limited Canon?s Court 22 Victoria Street Hamilton HM 12 Bermuda Email [email protected] Direct Dial 441-298-3596 Your Ref Appleby Ref 441589.0001 16 February 2018 Warner Chilcott Limited (Company) INTRODUCTION This opinion as to Bermuda law is addressed to you in connection with the registration statement on form S-3 to be filed with the U.S. Securities and

Form T-1 Statement of Eligibility of Trustee (Allergan Funding SCS Debt Securities).

EX-25.(A) 14 d539560dex25a.htm EX-25.(A) Exhibit 25(a) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) WELLS FARGO BANK, NATIONAL ASSOCIATION (Exact name of trustee

Power of Attorney for Allergan Funding SCS.

Exhibit 24.3 POWER OF ATTORNEY Know all men by these presents, that each person whose signature appears below constitutes and appoints A. Robert D. Bailey (for so long as he is an employee or officer of Allergan Funding SCS or an affiliate of Allergan Funding SCS), such person’s true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for such person and in such

Power of Attorney for Warner Chilcott Limited.

EX-24.2 Exhibit 24.2 POWER OF ATTORNEY Know all men by these presents, that each person whose signature appears below (each a ?Grantor? and together the ?Grantors?) constitutes and appoints A. Robert D. Bailey (for so long as he is an employee or officer of Warner Chilcott Limited or an affiliate of Warner Chilcott Limited), such Grantor?s true and lawful attorney-in-fact and agent, with full powe

Power of Attorney for Allergan Capital S.à r.l.

Exhibit 24.4 POWER OF ATTORNEY Know all men by these presents, that each person whose signature appears below constitutes and appoints A. Robert D. Bailey (for so long as he is an employee or officer of Allergan Capital S.à r.l. or an affiliate of Allergan Capital S.à r.l.), such person’s true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for such person an

AGN / Allergan plc FORM S-3ASR

Form S-3ASR Table of Contents As filed with the Securities and Exchange Commission on February 16, 2018 Registration No.

Opinion of Loyens & Loeff Luxembourg S.à r.l. in respect of Allergan Funding SCS Debt Securities and Allergan Capital S.à r.l. guarantees.

EX-5.4 Exhibit 5.4 OFFICE ADDRESS 18-20, rue Edward Steichen L-2540 LUXEMBOURG Luxembourg - Kirchberg TELEPHONE +352 466 230 FAX +352 466 234 INTERNET www.loyensloeff.lu Allergan Funding SCS 46A, avenue J.F. Kennedy, L-1855 Luxembourg Grand Duchy of Luxembourg Luxembourg Allergan Plc Clonshaugh Business and Technology Park Coolock Dublin, D17 E400, Ireland Luxembourg, 16 February 2018 Dear Sir or

Opinion of Greenberg Traurig LLP in respect of Allergan Funding SCS Debt Securities and Allergan Finance, LLC guarantees.

EX-5.5 February 16, 2018 Allergan Finance, LLC 5 Giralda Farms Madison, New Jersey 07940 Re: Allergan Finance, LLC Ladies and Gentlemen: We have acted as special Nevada counsel in the State of Nevada (?State?) to Allergan Finance, LLC, a Nevada limited-liability company (?Company?), in connection with a registration statement on Form S-3 (the ?Shelf Registration Statement?) to be filed with the Un

AGN / Allergan plc 10-K (Annual Report)

10-K 1 agn-10k20171231.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Exac

Subsidiaries of the Company.

Exhibit 21.1 Name Jurisdiction of Incorporation AGN Seabreeze, LLC US - Delaware AHI C.V. Netherlands, The AHI CV HoldCo, LLC US - Delaware AHI CV HoldCo, LLC, Irish Branch Ireland Akarna Therapeutics, Limited UK Allergan Acquisition 1 S.à r.l. (f/k/a Actavis Acquisition 1 S.à r.l.) Luxembourg Allergan Acquisition 2 S.à r.l. (f/k/a Actavis Acquisition 2 S.à r.l.) Luxembourg Allergan WC 1 S.a r.l.

Power of Attorney

Exhibit 24.1 power of attorney Know all men by these present, that each person whose signature appears below constitutes and appoints A. Robert D. Bailey such person’s true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for such person and in such person’s name, place and stead, in any and all capacities, to sign one or more Annual Reports on Form 10-K pursu

Consulting Agreement by and between Allergan plc and Maria Teresa Hilado dated as of February 6, 2018.

EX-10.49 3 agn-ex1049154.htm EX-10.49 Exhibit 10.49 EXECUTION VERSION CONSULTING AGREEMENT This Consulting Agreement is entered into as of February 6, 2018 (this “Agreement”) by and between Allergan plc (the “Company”), and Maria Teresa Hilado (the “Consultant” and, together with the Company, the “Parties”). RECITALS WHEREAS, the Consultant has served the Company and its affiliates, as the Company

Separation Agreement and Release between Maria Teresa Hilado and Allergan, Inc. dated February 6, 2018

EX-10.48 2 agn-ex1048153.htm EX-10.48 Exhibit 10.48 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (the “Agreement”) is entered into between Maria Teresa Hilado (“Executive”) and Allergan, Inc. (“Allergan”) on its own behalf and on behalf of its parent companies, subsidiaries, affiliates, predecessors and successors, and the affiliates, predecessors and successors of such e

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 tv4848778k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 6, 2018 WARNER CHILCOTT LIMITED (Exact name of registrant as specified in its charter) Bermuda 001-36887 98-0496358 (State or Other Jurisdiction

Regulation FD Disclosure

8-K 1 d522746d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 1, 2018 (January 31, 2018) WARNER CHILCOTT LIMITED (Exact name of registrant as specified in its charter) Bermuda 001-36887 98-0496358 (State or

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 8, 2018 (January 8, 2018) WARNER CHILCOTT LIMITED (Exact name of registrant as specified in its charter) Bermuda 001-36887 98-0496358 (State or Other Jurisdiction of Incorpora

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 3, 2018 (January 3, 2018) WARNER CHILCOTT LIMITED (Exact name of registrant as specified in its charter) Bermuda 001-36887 98-0496358 (State or Other Jurisdiction of Incorpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Exact name of registrant as

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 tv4781668k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2017 WARNER CHILCOTT LIMITED (Exact name of registrant as specified in its charter) Bermuda 001-36887 98-0496358 (State or Other Jurisdiction

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Exact name of registrant as spec

ALLERGAN PLC 2017 Executive Severance Plan (Effective July 20, 2017) ALLERGAN PLC 2017 Executive Severance Plan

Exhibit 10.1 ALLERGAN PLC 2017 Executive Severance Plan (Effective July 20, 2017) ALLERGAN PLC 2017 Executive Severance Plan Page 1. Purpose 1 2. Definitions 1 3. Eligibility 5 4. Administration 5 5. Termination of Employment for any Reason 6 6. Termination of Employment at any time by the Company without Cause or, during the CIC Protection Period, by the Employee for Good Reason 6 7. Effect of Fe

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2017 WARNER CHILCOTT LIMITED (Exact name of registrant as specified in its charter) Bermuda 001-36887 98-0496358 (State or Other Jurisdiction of Incorporation) (Commission F

Warner Chilcott 8-A12B

8-A12B 1 d370515d8a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Allergan Funding SCS Warner Chilcott Limited (Exact Name of Registrant as Specified in Its Charter) (Exact Name of Registrant as Specified in Its Charter) Luxemb

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 26, 2017 (May 26, 2017) Commission File Number Exact name of registrant as specified in its charter, principal office and address and telephone number State of incorporat

GREENBERG TRAURIG, LLP

EX-5.4 May 26, 2017 Allergan Finance, LLC Morris Corporate Center III 400 Interpace Parkway Parsippany, NJ 07054 Re: Allergan Finance, LLC Ladies and Gentlemen: We have acted as special Nevada counsel in the State of Nevada (?State?) to Allergan Finance, LLC, a Nevada limited liability company (?Company?), in connection with the issuance by Allergan Funding SCS, a limited partnership (soci?t? en c

THIRD SUPPLEMENTAL INDENTURE

EX-4.1 Exhibit 4.1 THIRD SUPPLEMENTAL INDENTURE THIS THIRD SUPPLEMENTAL INDENTURE, dated as of May 26, 2017 (this “Supplemental Indenture”), is between Allergan Funding SCS (formerly known as Actavis Funding SCS), a limited partnership (société en commandite simple) organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 46A, avenue J.F. Kennedy, L-1855 Luxembour

SCHEDULE

EX-5.3 Exhibit 5.3 Warner Chilcott Limited Canon?s Court 22 Victoria Street Hamilton HM 12 Bermuda Email [email protected] Direct Dial +1 441 295 3586 Tel +1 441 295 2244 Fax +1 441 292 8666 Appleby Ref 433966.0006/TB 26 May 2017 Dear Sirs Warner Chilcott Limited (Company) We have acted as legal advisers as to matters of Bermuda law to the Company. We have been requested to render this opini

Allergan Announces Closing of Public Offering of Senior Notes to Refinance Existing Debt

EX-99.1 Exhibit 99.1 NEWS RELEASE CONTACTS: Allergan: Investors: Daphne Karydas (862) 261-8006 Media: Mark Marmur (862) 261-7558 Allergan Announces Closing of Public Offering of Senior Notes to Refinance Existing Debt DUBLIN, IRELAND ? May 26, 2017 ? Allergan plc (NYSE: AGN) today announced that it has closed an offering of ?2.7 billion aggregate principal amount of senior unsecured notes (the ?No

Allergan Announces Pricing of Tender Offers by Certain Subsidiaries

EX-99.2 Exhibit 99.2 NEWS RELEASE CONTACTS: Allergan: Investors: Daphne Karydas (862) 261-8006 Media: Mark Marmur (862) 261-7558 Allergan Announces Pricing of Tender Offers by Certain Subsidiaries DUBLIN, IRELAND ? May 24, 2017 ? Allergan plc (NYSE: AGN) today announced the consideration payable in connection with the previously announced tender offers commenced by its wholly owned subsidiaries Al

Financial Statements and Exhibits, Other Events

8-K 1 d201936d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 24, 2017 (May 24, 2017) Commission File Number Exact name of registrant as specified in its charter, principal office and address and telephone numbe

Allergan Announces Early Tender Results and Upsizing of Tender Offers by Certain Subsidiaries

EX-99.1 Exhibit 99.1 NEWS RELEASE CONTACTS: Allergan: Investors: Daphne Karydas (862) 261-8006 Media: Mark Marmur (862) 261-7558 Allergan Announces Early Tender Results and Upsizing of Tender Offers by Certain Subsidiaries DUBLIN, IRELAND ? May 24, 2017 ? Allergan plc (NYSE: AGN) today announced the early tender results for the previously announced tender offers commenced by its wholly owned subsi

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the Guarantor of the entire class of the stated securities from listing and registration on the Exchange at the opening of business on June 5, 2017, pursuant to the provisions of Rule 12d2-2 (a).

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price per Security Proposed Maximum Aggregate Offering Price Amount of Registration Fee (1)(2)(3) 0.500% Notes due 20

424B2 1 d401390d424b2.htm 424B2 Table of Contents Filed Pursuant to Rule 424(b)(2) Registration Statement Nos. 333-202168-01 333-202168-02 333-202168-03 333-202168-04 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price per Security Proposed Maximum Aggregate Offering Price Amount of Registration Fee (1)(2)(3) 0.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 23, 2017 (May 23, 2017) Commission File Number Exact name of registrant as specified in its charter, principal office and address and telephone number State of incorporation or or

Allergan Announces Pricing of Public Offering of Senior Notes to Refinance Existing Debt

EX-99.1 2 d368502dex991.htm EX-99.1 Exhibit 99.1 NEWS RELEASE CONTACTS: Allergan: Investors: Daphne Karydas (862) 261-8006 Media: Mark Marmur (862) 261-7558 Allergan Announces Pricing of Public Offering of Senior Notes to Refinance Existing Debt DUBLIN, IRELAND– May 23, 2017 – Allergan plc (NYSE: AGN) today announced that it has priced an offering of €2.7 billion aggregate principal amount of seni

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 23, 2017 (May 23, 2017) Commission File Number Exact name of registrant as specified in its charter, principal office and address and telephone number State of incorporation or or

Allergan Announces Commencement of Proposed Public Offering of Senior Notes to Refinance Existing Debt

EX-99.1 Exhibit 99.1 NEWS RELEASE CONTACTS: Allergan: Investors: Daphne Karydas (862) 261-8006 Media: Mark Marmur (862) 261-7558 Allergan Announces Commencement of Proposed Public Offering of Senior Notes to Refinance Existing Debt DUBLIN, IRELAND? May 23, 2017 ? Allergan plc (NYSE: AGN) today announced that it is commencing an offering of senior unsecured notes (the ?Notes?) in multiple tranches

Subject to completion, dated May 23, 2017. PRELIMINARY PROSPECTUS SUPPLEMENT (To prospectus dated February 19, 2015) Allergan Funding SCS € % Notes due 20 € % Notes due 20 € % Notes due 20 € Floating Rate Notes due 20 Guaranteed by Warner Chilcott Li

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Statement Nos. 333-202168-01 333-202168-02 333-202168-03 333-202168-04 The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an

Allergan Announces Proposed Public Offering of Senior Notes to Refinance Existing Debt

EX-99.2 3 d392486dex992.htm EX-99.2 Exhibit 99.2 NEWS RELEASE CONTACTS: Allergan: Investors: Daphne Karydas (862) 261-8006 Media: Mark Marmur (862) 261-7558 Allergan Announces Proposed Public Offering of Senior Notes to Refinance Existing Debt DUBLIN, IRELAND — May 10, 2017 — Allergan plc (NYSE: AGN) (“Allergan” or the “Company”) today announced that, subject to market and other conditions, the Co

Financial Statements and Exhibits, Other Events

8-K 1 d392486d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 10, 2017 (May 10, 2017) Commission File Number Exact name of registrant as specified in its charter, principal office and address and telephone numbe

Allergan Announces Tender Offers by Certain Subsidiaries

EX-99.1 Exhibit 99.1 NEWS RELEASE CONTACTS: Allergan: Investors: Daphne Karydas (862) 261-8006 Media: Mark Marmur (862) 261-7558 Allergan Announces Tender Offers by Certain Subsidiaries DUBLIN, IRELAND — May 10, 2017 — Allergan plc (NYSE: AGN) today announced that its indirectly wholly owned subsidiaries Allergan Funding SCS, Allergan Finance LLC, Forest Laboratories, LLC and Allergan, Inc., each

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 v4664268k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2017 WARNER CHILCOTT LIMITED (Exact name of registrant as specified in its charter) Bermuda 001-36887 98-0496358 (State or Other Jurisdiction of In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Exact name of registrant as spe

Restricted Stock Units A Long Term Incentive Award (The Agreement begins after this page)

Exhibit 10.1 Instructions Restricted Stock Units A Long Term Incentive Award (The Agreement begins after this page) You will be deemed to have accepted this Restricted Stock Unit award and agreed to be bound by the terms and conditions of the Notice of Grant, the Restricted Stock Unit Agreement and the Plan (as defined in such Notice) unless you inform the Company in writing that you wish to decli

Jurisdiction of Incorporation

Exhibit 21.1 Name Jurisdiction of Incorporation AGN Seabreeze, LLC US - Delaware Allergan (Thailand) Limited Thailand Allergan AG Switzerland Allergan ApS Denmark Allergan AS Norway Allergan Asia Limited Hong Kong Allergan Australia Pty Limited Australia Allergan B.V. Netherlands, The Allergan Botox Unlimited Company Ireland Allergan C.I.S. SARL Russian Federaion Allergan Costa Rica S.R.L Costa Ri

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Exact name of registrant as specifie

power of attorney

Exhibit 24.1 power of attorney Know all men by these present, that each person whose signature appears below constitutes and appoints A. Robert D. Bailey such person’s true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for such person and in such person’s name, place and stead, in any and all capacities, to sign one or more Annual Reports on Form 10-K pursu

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2017 WARNER CHILCOTT LIMITED (Exact name of registrant as specified in its charter) Bermuda 001-36887 98-0496358 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Exact name of registrant as

Companies Act 2014 A PUBLIC LIMITED COMPANY ALLERGAN PUBLIC LIMITED COMPANY MEMORANDUM OF ASSOCIATION (as amended by all resolutions passed up to and including 5 May 2016)

Exhibit 3.2 Companies Act 2014 A PUBLIC LIMITED COMPANY CONSTITUTION of ALLERGAN PUBLIC LIMITED COMPANY MEMORANDUM OF ASSOCIATION (as amended by all resolutions passed up to and including 5 May 2016) 1 The name of the Company is Allergan public limited company. 2 The Company is a public limited company deemed to be a PLC to which Part 17 of the Companies Act 2014 applies. 3 The objects for which t

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 v4518338k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2016 WARNER CHILCOTT LIMITED (Exact name of registrant as specified in its charter) Bermuda 001-36887 98-0496358 (State or Other Jurisdiction of In

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2016 WARNER CHILCOTT LIMITED (Exact name of registrant as specified in its charter) Bermuda 001-36887 98-0496358 (State or Other Jurisdiction of Incorporation) (Commission

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 6, 2016 WARNER CHILCOTT LIMITED (Exact name of registrant as specified in its charter) Bermuda 001-36887 98-0496358 (State or Other Jurisdiction of Incorporation) (Co

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d234259d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2016 WARNER CHILCOTT LIMITED (Exact name of registrant as specified in its charter) Bermuda 001-36887 98-0496358 (State or Other Jurisdiction of Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Exact name of registrant as spec

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2016 WARNER CHILCOTT LIMITED (Exact name of registrant as specified in its charter) Bermuda 001-36887 98-0496358 (State or Other Jurisdiction of Incorporation) (Commission F

AMENDED AND RESTATED ALLERGAN plc 2011 INCENTIVE AWARD PLAN Article 1

Exhibit 10.1 AMENDED AND RESTATED ALLERGAN plc 2011 INCENTIVE AWARD PLAN Article 1 PURPOSE The purpose of the Amended and Restated Allergan, Inc. 2011 Incentive Award Plan (the “Plan”) is to promote the success and enhance the value of Allergan plc (the “Company”) by linking the individual interests of the members of the Board and Employees to those of Company stockholders and by providing such in

THE AMENDED AND RESTATED 2013 INCENTIVE AWARD PLAN OF ALLERGAN plc

Exhibit 10.2 THE AMENDED AND RESTATED 2013 INCENTIVE AWARD PLAN OF ALLERGAN plc Actavis, Inc. (as successor to Watson Pharmaceuticals, Inc.), a Nevada corporation, adopted the 2001 Incentive Award Plan of Watson Pharmaceuticals, Inc. (the “Original Plan”), effective as of February 12, 2001 (the “Effective Date”), for the benefit of its eligible Employees, Consultants and Directors. The Original Pl

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2016 WARNER CHILCOTT LIMITED (Exact name of registrant as specified in its charter) Bermuda 001-36887 98-0496358 (State or Other Jurisdiction of Incorporation) (Com

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 v4393398k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2016 WARNER CHILCOTT LIMITED (Exact name of registrant as specified in its charter) Bermuda 001-36887 98-0496358 (State or Other Jurisdiction of Incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Exact name of registrant as spe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Exact

Jurisdiction of Incorporation

EX-21.1 Exhibit 21.1 Subsidiaries of Allergan plc and Warner Chilcott Limited as of December 31, 2015* Name Jurisdiction of Incorporation 3948587 Canada Inc. Canada Abri Pharmaceuticals Company Canada Actavis S.à r.l. Luxembourg Actavis S.à r.l. Luxembourg, Zweigniederlassung Steinhausen Switzerland Actavis Asia Pacific Private Limited Singapore Actavis (Cyprus) Limited Cyprus Actavis (MEEA) FZE U

Jurisdiction of Incorporation

Exhibit 21.1 Name Jurisdiction of Incorporation Allergan Productos Farmaceuticos S.A. Argentina Actavis Australia Pty Ltd. Australia Actavis Pharma Pty Ltd. (f/k/a Watson Pharma Pty Ltd) Australia Actavis Pty Ltd (f/k/a/ Ascent Pharmaceuticals Pty Ltd) Australia Allergan Australia Pty Limited Australia Ascent Australia Pty Ltd Australia Ascent Pharma Pty Ltd. Australia Ascent Pharmahealth Pty Ltd

power of attorney

Exhibit 24.1 power of attorney Know all men by these present, that each person whose signature appears below constitutes and appoints A. Robert D. Bailey such person’s true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for such person and in such person’s name, place and stead, in any and all capacities, to sign one or more Annual Reports on Form 10-K pursu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Exact name of registrant as specifie

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2016 WARNER CHILCOTT LIMITED (Exact name of registrant as specified in its charter) Bermuda 001-36887 98-0496358 (State or Other Jurisdiction of Incorporation) (Commissio

Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 23, 2015 (November 22, 2015) WARNER CHILCOTT LIMITED (Exact name of registrant as specified in its charter) Bermuda 001-36887 98-0496358 (State or Other Jurisdiction of I

AGREEMENT AND PLAN OF MERGER by and among PFIZER INC., ALLERGAN PLC WATSON MERGER SUB INC. Dated as of November 22, 2015 TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 Section 1.1 The Merger 2 Section 1.2 Closing 2 Section 1.3 Effective Time 2 Section

EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among PFIZER INC., ALLERGAN PLC and WATSON MERGER SUB INC. Dated as of November 22, 2015 TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 Section 1.1 The Merger 2 Section 1.2 Closing 2 Section 1.3 Effective Time 2 Section 1.4 Governing Documents 3 Section 1.5 Officers and Directors of the Surviving Corporation 3 ARTICLE II TREATMENT OF SECURITIES

Pfizer and Allergan to Combine

EX-99.2 Pfizer and Allergan to Combine Creating a New Global Biopharmaceutical Leader November 2015 Exhibit 99.2 Information Related to This Communication 2 NO OFFER OR SOLICITATION This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2015 WARNER CHILCOTT LIMITED (Exact name of registrant as specified in its charter) Bermuda 001-36887 98-0496358 (State or Other Jurisdiction of Incorporation) (Commissio

Pfizer and Allergan to Combine

EX-99.1 Exhibit 99.1 Pfizer and Allergan to Combine ? Creates a new global biopharmaceutical leader with best-in-class innovative and established businesses ? Enhances revenue and earnings growth profile of innovative and established businesses ? Broadens innovative pipeline with more than 100 combined mid-to-late stage programs in development ? Transaction expected to close in the second half of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Exact name of registrant as

Regulation FD Disclosure, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2015 WARNER CHILCOTT LIMITED (Exact name of registrant as specified in its charter) Bermuda 001-36887 98-0496358 (State or Other Jurisdiction of Incorporation) (C

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 29, 2015 Commission File Number Exact name of registrant as specified in its charter, principal office and address and telephone number State of incorporation or organization

Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 1, 2015 WARNER CHILCOTT LIMITED (Exact name of registrant as specified in its charter) Bermuda 001-36887 98-0496358 (State or other jurisdiction of incorporation) (Co

Regulation FD Disclosure, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 28, 2015 Commission File Number Exact name of registrant as specified in its charter, principal office and address and telephone number State of incorporation or or

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Exhibit 10.4 August 3, 2015 Paul M. Bisaro c/o Actavis, Inc. Morris Corporate Center III 400 Interpace Parkway Parsippany, New Jersey 07054 Dear Mr. Bisaro: Actavis, Inc., a Nevada corporation (the ?Company?) and a wholly?owned subsidiary of Allergan plc, an Irish public limited company (?Allergan plc?), desires to amend and restate the employment agreement entered into by and between Actavis, Inc

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2015 WARNER CHILCOTT LIMITED (Exact name of registrant as specified in its charter) Bermuda 001-36887 98-0496358 (State or Other Jurisdiction of Incorporation) (Commission F

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 d90282d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2015 WARNER CHILCOTT LIMITED (Exact name of registrant as specified in its charter) Bermuda 001-36887 98-0496358 (State or Other Jurisdiction of Inco

+++ MASTER PURCHASE AGREEMENT dated as of July 26, 2015 by and between ALLERGAN PLC Teva Pharmaceutical Industries LTD.

Exhibit 2.2 EXPLANATORY NOTE: This attached Purchase Agreement dated as of July 26, 2015 by and between Allergan plc and Teva Pharmaceutical Industries Ltd. contains minor corrections to and supersedes the Master Purchase Agreement previously filed as Exhibit 2.1 to Allergan plc’s Current Report on Form 8-K filed on July 27, 2015. +++ MASTER PURCHASE AGREEMENT dated as of July 26, 2015 by and betw

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Exact name of registrant as spec

Companies Act 2014 A PUBLIC COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION ALLERGAN PUBLIC LIMITED COMPANY (Amended and restated by special resolution dated 5 June 2015)

Exhibit 3.1 Companies Act 2014 A PUBLIC COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION -of- ALLERGAN PUBLIC LIMITED COMPANY (Amended and restated by special resolution dated 5 June 2015) 1 The name of the Company is Allergan public limited company. 2 The Company is to be a public limited company. 3 The objects for which the Company is established are 3.1 (a) To carry on the business of a phar

[Remainder of the page left intentionally blank]

Exhibit 10.3 August 3, 2015 Brenton L. Saunders c/o Actavis, Inc. Morris Corporate Center III 400 Interpace Parkway Parsippany, New Jersey 07054 Dear Mr. Saunders: Actavis, Inc., a Nevada corporation (the “Company”) and a wholly‑owned subsidiary of Allergan plc, an Irish public limited company (“Allergan plc”), desires to amend and restate the employment agreement entered into by and between Actav

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Exact name of

Restricted Stock Units A Long Term Incentive Award (The Agreement begins after this page)

EX-10.37 5 d912920dex1037.htm EX-10.37 Exhibit 10.37 INSTRUCTIONS Restricted Stock Units A Long Term Incentive Award (The Agreement begins after this page) You will be deemed to have accepted this Restricted Stock Unit award and agreed to be bound by the terms and conditions of the Notice of Grant, the Restricted Stock Unit Agreement and the Plan (as defined in such Notice) unless you inform the C

May 19, 2014

Exhibit 10.40 May 19, 2014 David Buchen 15 Jacob Arnold Road Morristown, NJ 07960 Dear David: You have been identified as a key contributor to the success of Actavis plc, its subsidiaries and affiliates (the “Company”) and the success of its pending acquisition of Forest Laboratories, Inc. (the “Forest Transaction”). In recognition of your contributions, the Company is pleased to offer you a speci

Restricted Stock Units A Long Term Incentive Award (The Agreement begins after this page)

EX-10.36 Exhibit 10.36 INSTRUCTIONS Restricted Stock Units A Long Term Incentive Award (The Agreement begins after this page) You will be deemed to have accepted this Restricted Stock Unit award and agreed to be bound by the terms and conditions of the Notice of Grant, the Restricted Stock Unit Agreement and the Plan (as defined in such Notice) unless you inform the Company in writing that you wis

SECOND SUPPLEMENTAL INDENTURE

Exhibit 4.20 SECOND SUPPLEMENTAL INDENTURE THIS SECOND SUPPLEMENTAL INDENTURE, dated as of May 7, 2015 (this “Second Supplemental Indenture”), is between Actavis Funding SCS, a limited partnership (société en commandite simple) organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 46A, avenue J.F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg registered

Stock Options A Long Term Incentive Award (The Agreement begins after this page)

EX-10.35 Exhibit 10.35 INSTRUCTIONS Stock Options A Long Term Incentive Award (The Agreement begins after this page) You will be deemed to have accepted this Stock Option award and agreed to be bound by the terms and conditions of the Notice of Grant, the Restricted Stock Unit Agreement and the Plan (as defined in such Notice) unless you inform the Company in writing that you wish to decline the R

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 v4100808k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2015 WARNER CHILCOTT LIMITED (Exact name of registrant as specified in its charter) Bermuda 001-36887 98-0496358 (State or Other Jurisdiction of I

CONSULTING AGREEMENT

EX-10.39 Exhibit 10.39 Execution Version CONSULTING AGREEMENT This Consulting Agreement is entered into as of March 21, 2015 (this “Agreement”) by and between Actavis plc (the “Company”), and David Buchen (the “Consultant” and, together with the Company, the “Parties”). RECITALS WHEREAS, the Company, Avocado Acquisition Inc., an indirect wholly owned subsidiary of the Company, and Allergan Inc. (“

SEPARATION AGREEMENT

EX-10.38 Exhibit 10.38 Execution Version This Separation Agreement must be executed and delivered to the attention of Eric Stern, VP, Compensation and Benefits, Actavis, Inc. 400 Interpace Parkway, Parsippany, NJ 07054 by March 24, 2015. SEPARATION AGREEMENT This Separation Agreement (the “Agreement”) is entered into between David Buchen (“Executive”) and Actavis, Inc. (“Actavis” or the “Company”)

ASSET PURCHASE AGREEMENT by and among FOREST LABORATORIES, LLC, FOREST LABORATORIES CANADA INC., and FOREST LABORATORIES HOLDINGS LIMITED as Sellers, ACTAVIS PLC, ASTRAZENECA UK LIMITED, as Purchaser Dated as of February 4, 2015 TABLE OF CONTENTS Pag

Exhibit 10.52 Execution Version STRICTLY CONFIDENTIAL [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. ASSET PURCHASE AGREEMENT by and among FOREST LABORATORIES, LLC, FOREST LABORATORIES CANADA INC., and

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 d911321d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 16, 2015 Commission File Number Exact name of registrant as specified in its charter, principal office and address and telephone number State of in

W I T N E S S E T H

EX-4.3 Exhibit 4.3 SECOND SUPPLEMENTAL INDENTURE, dated as of April 16, 2015, among Allergan, Inc., a corporation existing under the laws of the State of Delaware (the ?Company?), Actavis plc, a public limited company incorporated under the laws of Ireland and Warner Chilcott Limited, a Bermuda exempted company, each an indirect parent of the Company (each, a ?Guarantor? and together, the ?Guarant

ACTAVIS, INC., as Company, ACTAVIS PLC, as Existing Guarantor, WARNER CHILCOTT LIMITED, as New Guarantor, Wells Fargo Bank, National Association, as Trustee FIFTH SUPPLEMENTAL INDENTURE Dated as of April 16, 2015 to the Indenture dated as of August 2

EX-4.4 Exhibit 4.4 ACTAVIS, INC., as Company, ACTAVIS PLC, as Existing Guarantor, WARNER CHILCOTT LIMITED, as New Guarantor, and Wells Fargo Bank, National Association, as Trustee FIFTH SUPPLEMENTAL INDENTURE Dated as of April 16, 2015 to the Indenture dated as of August 24, 2009 5.000% Senior Notes due 2014 1.875% Senior Notes due 2017 6.125% Senior Notes due 2019 3.250% Senior Notes due 2022 4.6

W I T N E S S E T H

EX-4.2 Exhibit 4.2 SECOND SUPPLEMENTAL INDENTURE, dated as of April 16, 2015, among Allergan, Inc., a corporation existing under the laws of the State of Delaware (the ?Company?), Actavis plc, a public limited company incorporated under the laws of Ireland and Warner Chilcott Limited, a Bermuda exempted company, each an indirect parent of the Company (each, a ?Guarantor? and together, the ?Guarant

W I T N E S S E T H

EX-4.1 Exhibit 4.1 FIRST SUPPLEMENTAL INDENTURE, dated as of April 16, 2015, among Allergan, Inc., a corporation existing under the laws of the State of Delaware (the ?Company?), Actavis plc, a public limited company incorporated under the laws of Ireland and Warner Chilcott Limited, a Bermuda exempted company, each an indirect parent of the Company (each, a ?Guarantor? and together, the ?Guaranto

Financial Statements and Exhibits, Other Events

8-K 1 d894285d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2015 WARNER CHILCOTT LIMITED (Exact name of registrant as specified in its charter) Bermuda 001-36887 98-0496358 (State or Other Jurisdiction of

Actavis Announces Michael R. Gallagher and Peter J. McDonnell to Join Board of Directors

EX-99.6 Exhibit 99.6 NEWS RELEASE CONTACTS: Actavis Investors: Lisa DeFrancesco (862) 261-7152 Media: Charlie Mayr (862) 261-8030 David Belian (862) 261-8141 Actavis Announces Michael R. Gallagher and Peter J. McDonnell to Join Board of Directors DUBLIN, Ireland ? March 17, 2015 ? Actavis plc (NYSE: ACT) today announced that two former members of the Allergan Board of Directors - Michael R. Gallag

INDEMNIFICATION AGREEMENT

EX-99.3 3 d894285dex993.htm EX-99.3 Exhibit 99.3 INDEMNIFICATION AGREEMENT This Indemnification Agreement, dated as of March 17, 2015, is made by and between Actavis W.C. Holding Inc., a Delaware corporation (the “Company”), and [—] (“Indemnitee”). WHEREAS, Actavis plc (“Holdco”), a public limited company incorporated under the laws of Ireland, is the Company’s ultimate parent company; WHEREAS, th

Actavis Completes Allergan Acquisition - Combination Creates One of the Fastest Growing, Most Dynamic Pharmaceutical Companies in Global Healthcare - - Leading Positions in Eye Care, Neurosciences/CNS, Medical Aesthetics/Dermatology/Plastic Surgery,

EX-99.5 Exhibit 99.5 NEWS RELEASE CONTACTS: Actavis Investors: Lisa DeFrancesco (862) 261-7152 Media: Charlie Mayr (862) 261-8030 David Belian (862) 261-8141 Actavis Completes Allergan Acquisition - Combination Creates One of the Fastest Growing, Most Dynamic Pharmaceutical Companies in Global Healthcare - - Leading Positions in Eye Care, Neurosciences/CNS, Medical Aesthetics/Dermatology/Plastic S

DEED OF INDEMNIFICATION

EX-99.2 2 d894285dex992.htm EX-99.2 Exhibit 99.2 DEED OF INDEMNIFICATION This Deed of Indemnification, dated as of March 17, 2015, is made by and between Actavis plc, an Irish public limited company (the “Company”), and [—] (“Indemnitee”). WHEREAS, the Company desires to ensure that the Company benefits from the services of highly qualified, experienced and otherwise competent persons such as Inde

ACTAVIS plc THE 2013 INCENTIVE AWARD PLAN NOTICE OF GRANT AND SIGNATURE PAGE

EX-99.4 Exhibit 99.4 ACTAVIS plc THE 2013 INCENTIVE AWARD PLAN NOTICE OF GRANT AND SIGNATURE PAGE Congratulations! Actavis plc, a public limited company organized under the laws of Ireland (the ?Company?), as successor to Actavis, Inc., has granted you (?Holder?) an Other Cash-Based Award (the ?Award?). The Award represents the right to receive an amount in cash upon the attainment of certain perf

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Actavis Funding SCS (Exact Name of Registrant

8-A12B 1 d890654d8a12b.htm FORM 8-A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Actavis Funding SCS (Exact Name of Registrant as Specified in Its Charter) Warner Chilcott Limited (Exact Name of Registrant as Specified in Its Charter) Luxem

European Commission Clears Actavis’ Pending Acquisition of Allergan

EX-99.1 Exhibit 99.1 NEWS RELEASE CONTACTS: Actavis Investors: Lisa DeFrancesco (862) 261-7152 Media: Charlie Mayr (862) 261-8030 David Belian (862) 261-8141 Allergan Investors: Joann Bradley (714) 246-4766 David Nakasone (714) 246-6376 Media: Bonnie Jacobs (714) 246-5134 European Commission Clears Actavis? Pending Acquisition of Allergan DUBLIN, Ireland and IRVINE, Calif. ? March 16, 2015 ? Actav

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2015 WARNER CHILCOTT LIMITED (Exact name of registrant as specified in its charter) Bermuda 333-199019 98-0496358 (State or Other Jurisdiction of Incorporation) (Commission

Allergan FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 11, 2015 Commission File Number Exact name of registrant as specified in its charter, principal office and address and telephone number State of incorporation or organi

ACTAVIS CASH BRIDGE LOAN CREDIT AND GUARANTY AGREEMENT dated as of March 11, 2015, ACTAVIS PLC, as Ultimate Parent, WARNER CHILCOTT LIMITED, as Intermediate Parent, ACTAVIS CAPITAL S.À R.L., as a Borrower, ACTAVIS, INC., as a Borrower, ACTAVIS FUNDIN

EX-10.1 Exhibit 10.1 EXECUTION COPY ACTAVIS CASH BRIDGE LOAN CREDIT AND GUARANTY AGREEMENT dated as of March 11, 2015, among ACTAVIS PLC, as Ultimate Parent, WARNER CHILCOTT LIMITED, as Intermediate Parent, ACTAVIS CAPITAL S.? R.L., as a Borrower, ACTAVIS, INC., as a Borrower, ACTAVIS FUNDING SCS, as a Subsidiary Guarantor, THE LENDERS PARTY HERETO and JPMORGAN CHASE BANK, N.A., as Administrative

GREENBERG TRAURIG, LLP

EX-5.4 Exhibit 5.4 March 12, 2015 Actavis, Inc. Morris Corporate Center III 400 Interpace Parkway Parsippany, NJ 07054 Re: Actavis, Inc. Ladies and Gentlemen: We have acted as special Nevada counsel in the State of Nevada (?State?) to Actavis, Inc., a Nevada corporation (?Company?), in connection with the issuance by Actavis Funding SCS, a limited partnership (soci?t? en commandite simple) organiz

ACTAVIS FUNDING SCS AND EACH OF THE GUARANTORS PARTY HERETO Dated as of March 12, 2015 WELLS FARGO BANK, NATIONAL ASSOCIATION ARTICLE 1 DEFINITIONS 1 SECTION 1.01 Certain Terms Defined 1 SECTION 1.02 Rules of Construction 8 ARTICLE 2 SECURITY FORMS 9

EX-4.1 2 d887680dex41.htm EX-4.1 Exhibit 4.1 EXECUTION VERSION ACTAVIS FUNDING SCS AND EACH OF THE GUARANTORS PARTY HERETO INDENTURE Dated as of March 12, 2015 WELLS FARGO BANK, NATIONAL ASSOCIATION Trustee ARTICLE 1 DEFINITIONS 1 SECTION 1.01 Certain Terms Defined 1 SECTION 1.02 Rules of Construction 8 ARTICLE 2 SECURITY FORMS 9 SECTION 2.01 Forms Generally 9 ARTICLE 3 ISSUE, EXECUTION, FORM AND

FIRST SUPPLEMENTAL INDENTURE

EX-4.2 3 d887680dex42.htm EX-4.2 Exhibit 4.2 FIRST SUPPLEMENTAL INDENTURE THIS FIRST SUPPLEMENTAL INDENTURE, dated as of March 12, 2015 (this “Supplemental Indenture”), is between Actavis Funding SCS, a limited partnership (société en commandite simple) organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 46A, avenue J.F. Kennedy, L-1855 Luxembourg, Grand Duch

Actavis Announces Closing of Public Offering of Senior Notes in Connection with Pending Acquisition of Allergan

EX-99.1 Exhibit 99.1 NEWS RELEASE CONTACTS: Investors: Lisa DeFrancesco (862) 261-7152 Media: Charlie Mayr David Belian (862) 261-8030 (862) 261-8141 Actavis Announces Closing of Public Offering of Senior Notes in Connection with Pending Acquisition of Allergan DUBLIN, IRELAND ? March 12, 2015 ? Actavis plc (NYSE: ACT) today announced that it has closed an offering of $21 billion aggregate princip

Page 2 of 3

EX-5.3 Exhibit 5.3 12 March 2015 Warner Chilcott Limited Canon?s Court 22 Victoria Street Hamilton HM 12 Bermuda DIRECT LINE: 1(441) 2987883 E-MAIL: [email protected] OUR REF:350263/9499415 Dear Sirs Warner Chilcott Limited (the ?Company?) We have acted as special legal counsel in Bermuda to the Company in connection with the offering, pursuant to a Registration Statement on form S-3

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 12, 2015 Commission File Number Exact name of registrant as specified in its charter, principal office and address and telephone number State of incorporation or organization I.

Actavis and Allergan Shareholders Approve Proposals Related to Actavis’ Planned Acquisition of Allergan

EX-99.1 Exhibit 99.1 NEWS RELEASE CONTACTS: Actavis Investors: Lisa DeFrancesco (862) 261-7152 Media: Charlie Mayr (862) 261-8030 David Belian (862) 261-8141 Allergan Investors: Joann Bradley (714) 246-4766 David Nakasone (714) 246-6376 Media: Bonnie Jacobs (714) 246-5134 Actavis and Allergan Shareholders Approve Proposals Related to Actavis? Planned Acquisition of Allergan DUBLIN, Ireland & IRVIN

Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2015 WARNER CHILCOTT LIMITED (Exact name of registrant as specified in its charter) Bermuda 333-199019 98-0496358 (State or Other Jurisdiction of Incorporation) (Co

Allergan FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 3, 2015 Commission File Number Exact name of registrant as specified in its charter, principal office and address and telephone number State of incorporation or organiz

ACTAVIS FUNDING SCS Floating Rate Notes due 2016 Floating Rate Notes due 2020 1.850% Notes due 2017 3.450% Notes due 2022 2.350% Notes due 2018 3.800% Notes due 2025 Floating Rate Notes due 2018 4.550% Notes due 2035 3.000% Notes due 2020 4.750% Note

EX-1.1 Exhibit 1.1 ACTAVIS FUNDING SCS $21,000,000,000 Floating Rate Notes due 2016 Floating Rate Notes due 2020 1.850% Notes due 2017 3.450% Notes due 2022 2.350% Notes due 2018 3.800% Notes due 2025 Floating Rate Notes due 2018 4.550% Notes due 2035 3.000% Notes due 2020 4.750% Notes due 2045 Underwriting Agreement March 3, 2015 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10

Unaudited pro forma combined financial information

EX-99.1 3 d886765dex991.htm EX-99.1 Exhibit 99.1 Unaudited pro forma combined financial information The following unaudited pro forma combined financial information is presented to illustrate the estimated effects of (i) the issuance of $21.0 billion aggregate principal amount of the notes (the “Senior Notes”), (ii) the issuance of $4.2 billion of ordinary shares (the “Ordinary Shares”), including

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price per Security Proposed Maximum Aggregate Offering Price Amount of Registration Fee (1) Floating Rate Notes due 2

Table of Contents CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price per Security Proposed Maximum Aggregate Offering Price Amount of Registration Fee (1) Floating Rate Notes due 2016 $500,000,000 100.

Actavis Announces Pricing of Public Offering of Senior Notes in Connection with Pending Acquisition of Allergan

EX-99.1 Exhibit 99.1 NEWS RELEASE CONTACTS: Investors: Lisa DeFrancesco (862) 261-7152 Media: Charlie Mayr David Belian (862) 261-8030 (862) 261-8141 Actavis Announces Pricing of Public Offering of Senior Notes in Connection with Pending Acquisition of Allergan DUBLIN, IRELAND– March 3, 2015 – Actavis plc (NYSE: ACT) today announced that it has priced an offering of $21 billion aggregate principal

Regulation FD Disclosure, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 3, 2015 Commission File Number Exact name of registrant as specified in its charter, principal office and address and telephone number State of incorporation or organiz

Designations of the Terms of the 5.500% Mandatory Convertible Preferred Shares, Series A

EX-4.1 Exhibit 4.1 Designations of the Terms of the 5.500% Mandatory Convertible Preferred Shares, Series A SECTION 1. Designation; Number of Shares; Ranking. The series of serial preferred shares shall be designated as the Company’s 5.500% Mandatory Convertible Preferred Shares, Series A, par value $0.0001 per share (the “Mandatory Convertible Preferred Shares”). The number of Mandatory Convertib

ACTAVIS PLC 13,194,445 Ordinary Shares Underwriting Agreement

EX-1.1 Exhibit 1.1 ACTAVIS PLC 13,194,445 Ordinary Shares Underwriting Agreement February 24, 2015 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Mizuho Securities USA Inc. 320 Park Avenue, Floor 12 New York, New York 10022 Wells Fargo Securities, LLC 375 Park Avenue, 4th Floor New York, New York 10152 As Representatives of the several Underwriters listed in Schedule 1 here

Regulation FD Disclosure, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 2, 2015 Commission File Number Exact name of registrant as specified in its charter, principal office and address and telephone number State of incorporation or organiz

Joint book-running managers J.P. Morgan Mizuho Securities Wells Fargo Securities

Preliminary Prospectus Supplement Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Statement Nos.

ACTAVIS PLC 4,600,000 5.500% Mandatory Convertible Preferred Shares, Series A Underwriting Agreement

EX-1.2 3 d881837dex12.htm EX-1.2 Exhibit 1.2 ACTAVIS PLC 4,600,000 5.500% Mandatory Convertible Preferred Shares, Series A Underwriting Agreement February 24, 2015 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Mizuho Securities USA Inc. 320 Park Avenue, Floor 12 New York, New York 10022 Wells Fargo Securities, LLC 375 Park Avenue, 4th Floor New York, New York 10152 As Repr

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 24, 2015 Commission File Number Exact name of registrant as specified in its charter, principal office and address and telephone number State of incorporation or organization

Actavis Announces Closing of Public Offerings of Ordinary Shares and Mandatory Convertible Preferred Shares in Connection with Pending Acquisition of Allergan

EX-99.1 Exhibit 99.1 NEWS RELEASE CONTACTS: Investors: Lisa DeFrancesco (862) 261-7152 Media: Charlie Mayr David Belian (862) 261-8030 (862) 261-8141 Actavis Announces Closing of Public Offerings of Ordinary Shares and Mandatory Convertible Preferred Shares in Connection with Pending Acquisition of Allergan DUBLIN, IRELAND– March 2, 2015 – Actavis plc (NYSE: ACT) today announced that it has closed

Actavis Announces Proposed Public Offering of Senior Notes in Connection with Pending Acquisition of Allergan

EX-99.1 Exhibit 99.1 NEWS RELEASE CONTACTS: Investors: Lisa DeFrancesco (862) 261-7152 Media: Charlie Mayr David Belian (862) 261-8030 (862) 261-8141 Actavis Announces Proposed Public Offering of Senior Notes in Connection with Pending Acquisition of Allergan DUBLIN, IRELAND– March 2, 2015 – Actavis plc (NYSE: ACT) today announced that it is commencing an offering of senior unsecured notes in mult

Regulation FD Disclosure, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 24, 2015 Commission File Number Exact name of registrant as specified in its charter, principal office and address and telephone number State of incorporation or org

Actavis Announces Pricing of Public Offerings of Ordinary Shares and Mandatory Convertible Preferred Shares in Connection with Pending Acquisition of Allergan

EX-99.1 Exhibit 99.1 NEWS RELEASE CONTACTS: Investors: Lisa DeFrancesco (862) 261-7152 Media: Charlie Mayr David Belian (862) 261-8030 (862) 261-8141 Actavis Announces Pricing of Public Offerings of Ordinary Shares and Mandatory Convertible Preferred Shares in Connection with Pending Acquisition of Allergan DUBLIN, IRELAND – Feb. 24, 2015 – Actavis plc (NYSE: ACT) today announced that it has price

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

EX-25.(a) Exhibit 25(a) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2) WELLS FARGO BANK, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter)

GREENBERG TRAURIG, LLP

EX-5.5 February 19, 2015 Actavis, Inc. Morris Corporate Center III 400 Interpace Parkway Parsippany, NJ 07054 Re: Actavis, Inc. Ladies and Gentlemen: We have acted as special Nevada counsel in the State of Nevada (“State”) to Actavis, Inc., a Nevada corporation (“Company”), in connection with a registration statement on Form S-3 (the “Shelf Registration Statement”) to be filed with the United Stat

POWER OF ATTORNEY

EX-24.1 Exhibit 24.1 POWER OF ATTORNEY Know all men by these presents, that each person whose signature appears below constitutes and appoints A. Robert D. Bailey (for so long as he is an employee of Actavis plc or an affiliate of Actavis plc), such person’s true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for such person and in such person’s name, place

AMSTERDAM • ARNHEM • BRUSSELS • LUXEMBOURG • ROTTERDAM • ARUBA • CURACAO • DUBAI GENEVA • HONG KONG • LONDON • NEW YORK • PARIS • SINGAPORE • TOKYO • ZURICH

EX-5.4 Exhibit 5.4 OFFICE ADDRESS 18-20, rue Edward Steichen L-2540 LUXEMBOURG Luxembourg - Kirchberg TELEPHONE +352 466 230 FAX +352 466 234 INTERNET www.loyensloeff.lu Actavis Funding SCS 46A, avenue J.F. Kennedy, L-1855 Luxembourg Grand Duchy of Luxembourg Luxembourg Actavis Plc 1 Grand Canal Square, Docklands Dublin 2, Ireland February 19, 2015 Dear Sir or Madam, Actavis Funding SCS and Actavi

-2-

EX-5.3 Exhibit 5.3 19 February 2015 Warner Chilcott Limited DIRECT LINE: E-MAIL: 441 298 7883 [email protected] Canon’s Court 22 Victoria Street Hamilton HM 12 Bermuda OUR REF: 350263/9408801 Dear Sirs Warner Chilcott Limited (the “Company”) We have acted as special legal counsel in Bermuda to the Company in connection with a registration statement on form S-3 to be filed with the U.S

Actavis Announces Proposed Public Offerings of Ordinary Shares and Mandatory Convertible Preferred Shares in Connection with Pending Acquisition of Allergan

EX-99.1 Exhibit 99.1 NEWS RELEASE CONTACTS: Actavis Investors: Lisa DeFrancesco (862) 261-7152 Media: Charlie Mayr David Belian (862) 261-8030 (862) 261-8141 Actavis Announces Proposed Public Offerings of Ordinary Shares and Mandatory Convertible Preferred Shares in Connection with Pending Acquisition of Allergan DUBLIN, IRELAND– Feb. 19, 2015 – Actavis plc (NYSE: ACT) today announced that it is c

3 (In millions) Historical Actavis plc Historical Allergan (after conforming reclassifications) Acquisition adjustments Debt and Equity Financing adjustments Footnote reference Actavis plc pro forma Adjustments from Actavis plc to Warner Chilcott Ltd

EX-99.1 3 d874755dex991.htm EX-99.1 Exhibit 99.1 Unaudited pro forma combined financial information The following unaudited pro forma combined financial information is presented to illustrate the estimated effects of (i) the assumed issuance of $22.0 billion aggregate principle amount of notes (the “Senior Notes”), (ii) the assumed issuance of $4.2 billion of ordinary shares (the “Ordinary Shares”

Financial Statements and Exhibits, Other Events

8-K 1 d874755d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 19, 2015 Commission File Number Exact name of registrant as specified in its charter, principal office and address and telephone number State of

ACTAVIS FUNDING SCS AND EACH OF THE GUARANTORS PARTY HERETO Dated as of , 2015 WELLS FARGO BANK, NATIONAL ASSOCIATION ARTICLE 1 DEFINITIONS 1 SECTION 1.01 Certain Terms Defined 1 SECTION 1.02 Rules of Construction 10 ARTICLE 2 SECURITY FORMS 11 SECTI

EX-4.6 Exhibit 4.6 ACTAVIS FUNDING SCS AND EACH OF THE GUARANTORS PARTY HERETO INDENTURE Dated as of , 2015 WELLS FARGO BANK, NATIONAL ASSOCIATION Trustee ARTICLE 1 DEFINITIONS 1 SECTION 1.01 Certain Terms Defined 1 SECTION 1.02 Rules of Construction 10 ARTICLE 2 SECURITY FORMS 11 SECTION 2.01 Forms Generally 11 ARTICLE 3 ISSUE, EXECUTION, FORM AND REGISTRATION OF SECURITIES 11 SECTION 3.01 Amount

Consent of Independent Registered Public Accounting Firm

EX-23.8 Exhibit 23.8 Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of Actavis plc and Warner Chilcott Limited of our report dated February 22, 2013 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Warner Chilcott Public L

CONSENT OF ERNST & YOUNG LLP,

EX-23.10 Exhibit 23.10 CONSENT OF ERNST & YOUNG LLP, /s/ Ernst & Young LLP We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form S-3) and related Prospectus of Actavis plc for the registration of its ordinary shares, serial preferred shares, depositary shares, ordinary share warrants, ordinary share purchase contracts, and ordinary share purchase u

AGN / Allergan plc S-3ASR - - FORM S-3 ASR

S-3ASR 1 d874808ds3asr.htm FORM S-3 ASR Table of Contents As filed with the Securities and Exchange Commission on February 19, 2015 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Actavis plc (Exact name of registrant as specified in its charter) Ireland 98-1114402 (State or other jurisdi

Regulation FD Disclosure, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 19, 2015 Commission File Number Exact name of registrant as specified in its charter, principal office and address and telephone number State of incorporation or organiza

POWER OF ATTORNEY

EX-24.2 Exhibit 24.2 POWER OF ATTORNEY Know all men by these presents, that each person whose signature appears below constitutes and appoints A. Robert D. Bailey (for so long as he is an employee of Warner Chilcott Limited or an affiliate of Warner Chilcott Limited), such person’s true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for such person and in su

ACTAVIS PLC STATEMENT REGARDING COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED SHARE DIVIDENDS (DOLLARS IN MILLIONS) Year ended December 31, 2014 2013 2012 2011 2010 Fixed Charges(1): Interest expensed and capitalized (inclu

EX-12.1 Exhibit 12.1 ACTAVIS PLC STATEMENT REGARDING COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED SHARE DIVIDENDS (DOLLARS IN MILLIONS) Year ended December 31, 2014 2013 2012 2011 2010 Fixed Charges(1): Interest expensed and capitalized (includes amortization of deferred financing costs) 411.8 239.8 111.6 69.0 68.7 Interest portion of rent expense(2) 21.9 16.0 10.6 7.2

Consent of Independent Registered Public Accounting Firm

EX-23.7 Exhibit 23.7 Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of Actavis plc and Warner Chilcott Limited of our reports dated May 30, 2014, relating to the consolidated financial statements of Forest Laboratories, Inc., the effectiveness of Forest Laboratories, Inc.’s internal control ove

POWER OF ATTORNEY

EX-24.5 Exhibit 24.5 POWER OF ATTORNEY Know all men by these presents, that each person whose signature appears below constitutes and appoints A. Robert D. Bailey (for so long as he is an employee of Actavis, Inc. or an affiliate of Actavis, Inc.), such person’s true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for such person and in such person’s name, pl

POWER OF ATTORNEY

EX-24.4 Exhibit 24.4 POWER OF ATTORNEY Know all men by these presents, that each person whose signature appears below constitutes and appoints A. Robert D. Bailey (for so long as he is an employee of Actavis Capital S.à r.l. or an affiliate of Actavis Capital S.à r.l.), such person’s true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for such person and in

Consent of Independent Auditor

EX-23.9 Exhibit 23.9 Consent of Independent Auditor We consent to the use of our report dated June 20, 2012 with respect to the combined statements of financial position of Actavis Pharma Holding 4 ehf. and Actavis S.à. r.l. as of December 31, 2011 and 2010, and the related combined statements of income, comprehensive income, cash flows, and changes in equity for the years then ended, incorporated

POWER OF ATTORNEY

EX-24.3 Exhibit 24.3 POWER OF ATTORNEY Know all men by these presents, that each person whose signature appears below constitutes and appoints A. Robert D. Bailey (for so long as he is an employee of Actavis Funding SCS or an affiliate of Actavis Funding SCS), such person’s true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for such person and in such perso

Actavis Announces Intention to Adopt “Allergan” Corporate Name – Unites Global Brand Portfolio Under Allergan Name – – Retains Actavis Name for Select Geographic Regions and Product Portfolios – – Recognizes Heritage and Customer Equity of Both Names

EX-99.1 Exhibit 99.1 NEWS RELEASE CONTACTS: Investors: Lisa DeFrancesco (862) 261-7152 Media: Charlie Mayr (862) 261-8030 David Belian (862) 261-8141 Actavis Announces Intention to Adopt “Allergan” Corporate Name – Unites Global Brand Portfolio Under Allergan Name – – Retains Actavis Name for Select Geographic Regions and Product Portfolios – – Recognizes Heritage and Customer Equity of Both Names

Actavis Outlines Standalone Pharmaceutical Pipeline at Investor Meeting – 9 mid- to late-stage compounds in development – – Novel compounds in specialty and primary care markets with high unmet medical need – – Industry-leading productivity across ge

EX-99.2 Exhibit 99.2 NEWS RELEASE CONTACTS: Investors: Lisa DeFrancesco (862) 261-7152 Media: Charlie Mayr (862) 261-8030 David Belian (862) 261-8141 Actavis Outlines Standalone Pharmaceutical Pipeline at Investor Meeting – 9 mid- to late-stage compounds in development – – Novel compounds in specialty and primary care markets with high unmet medical need – – Industry-leading productivity across ge

POWER OF ATTORNEY

EX-24.2 Exhibit 24.2 POWER OF ATTORNEY Know all men by these present, that each person whose signature appears below constitutes and appoints A. Robert D. Bailey such person’s true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for such person and in such person’s name, place and stead, in any and all capacities, to sign one or more Annual Reports on Form 10

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 d875686d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 18, 2015 Commission File Number Exact name of registrant as specified in its charter, principal office and address and telephone number State of

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2015 WARNER CHILCOTT LIMITED (Exact name of registrant as specified in its charter) Bermuda 333-199019 98-0496358 (State or Other Jurisdiction of Incorporation) (Commissi

POWER OF ATTORNEY

EX-24.1 Exhibit 24.1 POWER OF ATTORNEY Know all men by these present, that each person whose signature appears below constitutes and appoints A. Robert D. Bailey such person’s true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for such person and in such person’s name, place and stead, in any and all capacities, to sign one or more Annual Reports on Form 10

Jurisdiction of

EX-21.1 Exhibit 21.1 Name Jurisdiction of Incorporation Actavis Australia Pty Ltd. Australia Actavis Pharma Pty Ltd. (f/k/a Watson Pharma Pty Ltd) Australia Actavis Pty Ltd (f/k/a/ Ascent Pharmaceuticals Pty Ltd) Australia Ascent Australia Pty Ltd Australia Ascent Pharma Pty Ltd. Australia Ascent Pharmahealth Pty Ltd Australia Eremad Pty Ltd. Australia Medis Pharma Pty Ltd. (f/k/a Spirit Pharmaceu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SE

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Exact name of regi

Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2015 WARNER CHILCOTT LIMITED (Exact name of registrant as specified in its charter) Bermuda 333-199019 98-0496358 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

Actavis and Allergan Announce Early Termination of Hart-Scott-Rodino Waiting Period for Actavis’ Pending Acquisition of Allergan and Record Dates for Shareholder Meetings

EX-99.1 Exhibit 99.1 NEWS RELEASE CONTACTS: Actavis Investors: Lisa DeFrancesco (862) 261-7152 Media: Charlie Mayr David Belian (862) 261-8030 (862) 261-8141 Allergan Investors: Joann Bradley David Nakasone (714) 246-4766 (714) 246-6376 Media: Bonnie Jacobs (714) 246-5134 Actavis and Allergan Announce Early Termination of Hart-Scott-Rodino Waiting Period for Actavis’ Pending Acquisition of Allerga

Regulation FD Disclosure

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2015 WARNER CHILCOTT LIMITED (Exact name of registrant as specified in its charter) Bermuda 333-199019 98-0496358 (State or Other Jurisdiction of Incorporation) (

Financial Statements and Exhibits, Other Events

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2015 WARNER CHILCOTT LIMITED (Exact Name of Registrant as Specified in its Charter) Bermuda 333-199019 98-0496358 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

ACTAVIS TERM LOAN CREDIT AND GUARANTY AGREEMENT dated as of December 17, 2014, ACTAVIS PLC, as Ultimate Parent, WARNER CHILCOTT LIMITED, as Intermediate Parent, ACTAVIS CAPITAL S.À R.L., as Borrower, ACTAVIS, INC. and ACTAVIS FUNDING SCS, as Subsidia

Exhibit 10.5 EXECUTION COPY ACTAVIS TERM LOAN CREDIT AND GUARANTY AGREEMENT dated as of December 17, 2014, among ACTAVIS PLC, as Ultimate Parent, WARNER CHILCOTT LIMITED, as Intermediate Parent, ACTAVIS CAPITAL S.À R.L., as Borrower, ACTAVIS, INC. and ACTAVIS FUNDING SCS, as Subsidiary Guarantors, THE LENDERS PARTY HERETO and JPMORGAN CHASE BANK, N.A., as Administrative Agent MIZUHO BANK, LTD. and

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2014 WARNER CHILCOTT LIMITED (Exact name of registrant as specified in its charter) Bermuda 333-199019 98-0496358 (State or Other Jurisdiction of Incorporation)

[The remainder of this page intentionally left blank.]

EX-10.1 Exhibit 10.1 EXECUTION COPY SECOND AMENDMENT AGREEMENT dated as of December 17, 2014 (this “Amendment Agreement”), relating to the Amended and Restated WC Term Loan Credit and Guaranty Agreement, dated as of June 9, 2014 (the “Existing WC Term Credit Agreement”) among WARNER CHILCOTT CORPORATION, a corporation organized under the Laws of the State of Delaware (the “US Borrower”), ACTAVIS W

ACTAVIS REVOLVING CREDIT AND GUARANTY AGREEMENT dated as of December 17, 2014, ACTAVIS PLC, as Ultimate Parent, WARNER CHILCOTT LIMITED, as Intermediate Parent, ACTAVIS CAPITAL S.À R.L., as Borrower, ACTAVIS, INC. and ACTAVIS FUNDING SCS, as Subsidia

EX-10.3 4 d840965dex103.htm EX-10.3 Exhibit 10.3 EXECUTION COPY ACTAVIS REVOLVING CREDIT AND GUARANTY AGREEMENT dated as of December 17, 2014, among ACTAVIS PLC, as Ultimate Parent, WARNER CHILCOTT LIMITED, as Intermediate Parent, ACTAVIS CAPITAL S.À R.L., as Borrower, ACTAVIS, INC. and ACTAVIS FUNDING SCS, as Subsidiary Guarantors, THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administr

ACTAVIS BRIDGE LOAN CREDIT AND GUARANTY AGREEMENT dated as of December 17, 2014, ACTAVIS PLC, as Ultimate Parent, WARNER CHILCOTT LIMITED, as Intermediate Parent, ACTAVIS CAPITAL S.À R.L., as Borrower, ACTAVIS, INC. and ACTAVIS FUNDING SCS, as Subsid

EX-10.4 Exhibit 10.4 EXECUTION COPY ACTAVIS BRIDGE LOAN CREDIT AND GUARANTY AGREEMENT dated as of December 17, 2014, among ACTAVIS PLC, as Ultimate Parent, WARNER CHILCOTT LIMITED, as Intermediate Parent, ACTAVIS CAPITAL S.À R.L., as Borrower, ACTAVIS, INC. and ACTAVIS FUNDING SCS, as Subsidiary Guarantors, THE LENDERS PARTY HERETO and JPMORGAN CHASE BANK, N.A., as Administrative Agent MIZUHO BANK

[The remainder of this page intentionally left blank.]

EX-10.2 3 d840965dex102.htm EX-10.2 Exhibit 10.2 EXECUTION COPY THIRD AMENDMENT AGREEMENT dated as of December 17, 2014 (this “Amendment Agreement”), relating to the Second Amended and Restated Actavis Term Loan Credit and Guaranty Agreement, dated as of March 31, 2014 (the “Existing Actavis Term Credit Agreement”), among ACTAVIS CAPITAL S.À R.L., a private limited liability company (société à res

Financial Statements and Exhibits, Other Events

8-K 1 d837902d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 11, 2014 Commission File Number Exact name of registrant as specified in its charter, principal office and address and telephone number State of

Actavis Confirms District Court Ruling to Require Continued Distribution of NAMENDA IR

EX-99.1 2 d837902dex991.htm EX-99.1 Exhibit 99.1 NEWS RELEASE CONTACTS: Actavis Investors: Lisa DeFrancesco (862) 261-7152 Media: Charlie Mayr David Belian (862) 261-8030 (862) 261-8141 Actavis Confirms District Court Ruling to Require Continued Distribution of NAMENDA IR DUBLIN, IRELAND – December 11, 2014 – Actavis plc (NYSE: ACT) today confirmed that Judge Robert Sweet of the United States Dist

Regulation FD Disclosure, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2014 WARNER CHILCOTT LIMITED (Exact name of registrant as specified in its charter) Bermuda 333-199019 98-0496358 (State or Other Jurisdiction of Incorporation) (

AGREEMENT AND PLAN OF MERGER by and among ACTAVIS PLC, AVOCADO ACQUISITION INC. ALLERGAN, INC. dated as of November 16, 2014 TABLE OF CONTENTS Page ARTICLE I. THE MERGER 2 Section 1.1 The Merger 2 Section 1.2 Closing 2 Section 1.3 Effective Time 2 Se

EX-99.1 Exhibit 99.1 AGREEMENT AND PLAN OF MERGER by and among ACTAVIS PLC, AVOCADO ACQUISITION INC. and ALLERGAN, INC. dated as of November 16, 2014 TABLE OF CONTENTS Page ARTICLE I. THE MERGER 2 Section 1.1 The Merger 2 Section 1.2 Closing 2 Section 1.3 Effective Time 2 Section 1.4 Governing Documents 3 Section 1.5 Officers and Directors of the Surviving Corporation 3 ARTICLE II. TREATMENT OF SE

Financial Statements and Exhibits, Other Events

FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 16, 2014 WARNER CHILCOTT LIMITED (Exact Name of Registrant as Specified in Its Charter) Bermuda 333-199019 98-0496358 (State or Other Jurisdiction of Incorporatio

JPMORGAN CHASE BANK, N.A. J.P. MORGAN SECURITIES LLC 383 Madison Avenue New York, NY 10179

EX-99.2 3 d822647dex992.htm EX-99.2 Exhibit 99.2 EXECUTION VERSION JPMORGAN CHASE BANK, N.A. J.P. MORGAN SECURITIES LLC 383 Madison Avenue New York, NY 10179 MIZUHO BANK, LTD. 1251 Avenue of the Americas New York, NY 10020 WELLS FARGO BANK, NATIONAL ASSOCIATION WELLS FARGO SECURITIES, LLC 550 South Tryon Street Charlotte, NC 28202 CONFIDENTIAL November 16, 2014 Actavis plc 1 Grand Canal Square Doc

JPMORGAN CHASE BANK, N.A. J.P. MORGAN SECURITIES LLC 383 Madison Avenue New York, NY 10179

EX-99.2 3 d822647dex992.htm EX-99.2 Exhibit 99.2 EXECUTION VERSION JPMORGAN CHASE BANK, N.A. J.P. MORGAN SECURITIES LLC 383 Madison Avenue New York, NY 10179 MIZUHO BANK, LTD. 1251 Avenue of the Americas New York, NY 10020 WELLS FARGO BANK, NATIONAL ASSOCIATION WELLS FARGO SECURITIES, LLC 550 South Tryon Street Charlotte, NC 28202 CONFIDENTIAL November 16, 2014 Actavis plc 1 Grand Canal Square Doc

Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 16, 2014 WARNER CHILCOTT LIMITED (Exact Name of Registrant as Specified in Its Charter) Bermuda 333-199019 98-0496358 (State or Other Jurisdiction of Incorporation) (

AGREEMENT AND PLAN OF MERGER by and among ACTAVIS PLC, AVOCADO ACQUISITION INC. ALLERGAN, INC. dated as of November 16, 2014 TABLE OF CONTENTS Page ARTICLE I. THE MERGER 2 Section 1.1 The Merger 2 Section 1.2 Closing 2 Section 1.3 Effective Time 2 Se

EX-99.1 2 d822647dex991.htm EX-99.1 Exhibit 99.1 AGREEMENT AND PLAN OF MERGER by and among ACTAVIS PLC, AVOCADO ACQUISITION INC. and ALLERGAN, INC. dated as of November 16, 2014 TABLE OF CONTENTS Page ARTICLE I. THE MERGER 2 Section 1.1 The Merger 2 Section 1.2 Closing 2 Section 1.3 Effective Time 2 Section 1.4 Governing Documents 3 Section 1.5 Officers and Directors of the Surviving Corporation 3

Regulation FD Disclosure, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2014 WARNER CHILCOTT LIMITED (Exact name of registrant as specified in its charter) Bermuda 333-199019 98-0496358 (State or Other Jurisdiction of Incorporation) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

10-Q 1 d801284d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to

$3,700,000,000 Actavis Funding SCS Offer to exchange $500,000,000 aggregate principal amount of 1.300% Notes due 2017 which have been registered under the Securities Act for $500,000,000 aggregate principal amount of 1.300% Notes due 2017 Offer to ex

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration File Nos. 333-199019 333-199019-01 333-199019-02 333-199019-03 PROSPECTUS $3,700,000,000 Actavis Funding SCS Offer to exchange $500,000,000 aggregate principal amount of 1.300% Notes due 2017 which have been registered under the Securities Act for $500,000,000 aggregate principal amount of 1.300% Notes due 2017 Offer to exchange

WCRX / Warner Chilcott plc S-4/A - - AMENDMENT NO. 1 TO FORM S-4

Amendment No. 1 to Form S-4 Table of Contents As filed with the Securities and Exchange Commission on October 14, 2014 Registration No. 333-199019 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WARNER CHILCOTT LIMITED* (Exact name of registrant as specified in its charter) Bermuda 2834 98-0

AMENDED AND RESTATED ARTICLES OF INCORPORATION OF ACTAVIS, INC. Article I

EX-3.5 6 d787282dex35.htm EX-3.5 Exhibit 3.5 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF ACTAVIS, INC. Article I Name Section 1.1 The name of the Corporation is Actavis, Inc. Article II Purpose Section 2.1 The purpose of the Corporation shall be all lawful activities permitted under the laws of the state of Nevada. Article III Authorized Capital Section 3.1 Number of shares with par value sh

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

EX-25.1 Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2) WELLS FARGO BANK, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) A National Bankin

«Actavis Capital S.à r.l.» Société à responsabilité limitée L-1855 Luxembourg 46A, avenue J.F. Kennedy Capital social: 171.656.- USD R.C.S. Luxembourg, section B numéro 178.410

EX-3.4 Exhibit 3.4 «Actavis Capital S.à r.l.» Société à responsabilité limitée L-1855 Luxembourg 46A, avenue J.F. Kennedy Capital social: 171.656.- USD R.C.S. Luxembourg, section B numéro 178.410 Constituée sous la dénomination «Actavis WC Holding S.à r.l.» suivant acte reçu par Maître Henri HELLINCKX, notaire de résidence à Luxembourg, en date du 14 juin 2013, publié au Mémorial C, Recueil des So

AMENDED AND RESTATED BYE-LAWS WARNER CHILCOTT LIMITED

EX-3.2 3 d787282dex32.htm EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYE-LAWS of WARNER CHILCOTT LIMITED I HEREBY CERTIFY that the within-written Bye-Laws are a true copy of the Amended and Restated Bye-Laws of Warner Chilcott Limited, as adopted by the Shareholders thereof at the Special General Meeting held on August 31, 2006, in place of those originally adopted on January 18, 2005 and as amended

WARNER CHILCOTT LIMITED RATIO OF EARNINGS TO FIXED CHARGES (In millions, except ratio data) Six months ended June 30, Year ended December 31, 2014 2013 2013 2012 2011 2010 2009 Fixed Charges: Interest expensed and capitalized (includes amortization o

EX-12.1 Exhibit 12.1 WARNER CHILCOTT LIMITED RATIO OF EARNINGS TO FIXED CHARGES (In millions, except ratio data) Six months ended June 30, Year ended December 31, 2014 2013 2013 2012 2011 2010 2009 Fixed Charges: Interest expensed and capitalized (includes amortization of deferred financing costs) 151.9 109.2 239.8 111.6 69.0 68.7 33.2 Capitalized Interest — — — — — — — Interest portion of rent ex

2

EX-5.3 [GRAPHICS APPEARS HERE] September 29, 2014 Actavis, Inc. Morris Corporate Center III 400 Interpace Parkway Parsippany, NJ 07054 Re: Actavis, Inc. 1.300% Notes due 2017 2.450% Notes due 2019 3.850% Notes due 2024 4.850% Notes due 2044 Ladies and Gentlemen: We have acted as special Nevada counsel in the State of Nevada (“State”) to Actavis, Inc., a Nevada corporation (“Company”), in connectio

Jurisdiction of

EX-21.1 Exhibit 21.1 Subsidiaries of the Registrant Name Jurisdiction of Incorporation Actavis (MEEA) FZE (UAE) United Arab Emirates Actavis GmbH Austria Forest Laboratories Osterreich GmbH Austria Actavis Pharma Pty Ltd. (f/k/a Watson Pharma Pty Ltd) Australia Actavis Australia Pty Ltd. Australia Actavis Pty Ltd (f/k/a/ Ascent Pharmaceuticals Pty Ltd) Australia Ascent Australia Pty Ltd Australia

SCHEDULE I Entity Name Jurisdiction of Formation Warner Chilcott Limited Bermuda Actavis Capital S.à r.l. Luxembourg Actavis, Inc. Nevada

EX-5.4 Exhibit 5.4 53rd at Third 885 Third Avenue New York, New York 10022-4834 Tel: +1.212.906.1200 Fax: +1.212.751.4864 www.lw.com FIRM / AFFILIATE OFFICES Abu Dhabi Milan Barcelona Moscow Beijing Munich Boston New Jersey Brussels New York September 29, 2014 Chicago Orange County Doha Paris Dubai Riyadh Düsseldorf Rome Frankfurt San Diego Hamburg San Francisco Hong Kong Shanghai Houston Silicon

I. NAME - REGISTERED OFFICE - DURATION - OBJECT

EX-3.3 Exhibit 3.3 Execution version Actavis Funding SCS Société en commandite simple Siége social: 46A, avenue John F. Kennedy, L-1855, Luxembourg, Grand Duchy of Luxembourg Capital social: USD 20,000,- In the year two thousand and fourteen, on the 28th day of May. BETWEEN: 1. Actavis International Holding S.á r.l., a Luxembourg private limited liability company (société á responsabilité limitée)

THIRD AMENDED AND RESTATED BYLAWS ACTAVIS, INC. A NEVADA CORPORATION ADOPTED BY THE BOARD OF DIRECTORS AS OF OCTOBER 1, 2013 THIRD AMENDED AND RESTATED BYLAWS ACTAVIS, INC. A NEVADA CORPORATION TABLE OF CONTENTS PAGE ARTICLE I STOCKHOLDERS 1 1.01. AN

EX-3.6 Exhibit 3.6 THIRD AMENDED AND RESTATED BYLAWS OF ACTAVIS, INC. A NEVADA CORPORATION ADOPTED BY THE BOARD OF DIRECTORS AS OF OCTOBER 1, 2013 THIRD AMENDED AND RESTATED BYLAWS OF ACTAVIS, INC. A NEVADA CORPORATION TABLE OF CONTENTS PAGE ARTICLE I STOCKHOLDERS 1 1.01. ANNUAL MEETING 1 1.02. SPECIAL MEETINGS 1 1.03. PLACE OF MEETINGS 1 1.04. QUORUM; ADJOURNED MEETINGS 1 1.05. VOTING 1 1.06. PRO

WCRX / Warner Chilcott plc S-4 - - FORM S-4

FORM S-4 Table of Contents As filed with the Securities and Exchange Commission on September 29, 2014 Registration No.

CERTIFICATE OF INCORPORATION

EX-3.1 Exhibit 3.1 FORM NO. 6 Registration No. 36006 BERMUDA CERTIFICATE OF INCORPORATION I hereby in accordance with section 14 of the Companies Act 1981 issue this Certificate of Incorporation and do certify that on the 25th day of October, 2004 Waren Holdings Company, Limited was registered by me in the Register maintained by me under the provisions of the said section and that the status of th