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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):
July 21, 2025
AMNEAL PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-38485 |
|
93-4225266 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
400 Crossing Blvd
Bridgewater, NJ 08807
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including
area code: (908) 947-3120
N/A
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Class A Common Stock, par value $0.01 per share |
|
AMRX |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On July 21, 2025, Amneal Pharmaceuticals,
Inc. (the “Company”) announced that its subsidiary, Amneal Pharmaceuticals LLC (the “Issuer”), is seeking to borrow
$1,800 million of new seven-year term B loans (the “new term B loans”) under a new term loan facility and has launched an
offering of $750 million aggregate principal amount of senior secured notes due 2032 (the “notes”) in a private offering.
The Issuer intends to use the net proceeds of the new term B loans and the notes to refinance its existing term B loans in full, to repay
a portion of outstanding amounts borrowed under its ABL facility and to pay related fees, premiums and expenses.
The offering of the notes
is not conditioned on entry into the new term loan facility. Further, the proposed transactions are subject to market conditions and other
factors, and there can be no assurance as to whether or when these transactions may be completed, or as to the actual size or terms of
the transactions.
The notes will not be registered
under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction, and
may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities
Act. The offering of notes will be made only to persons reasonably believed to be qualified institutional buyers in accordance with Rule
144A under the Securities Act and to non-U.S. persons in accordance with Regulation S under the Securities Act. A copy of the press release
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Neither this Current Report
on Form 8-K nor the press release attached hereto as Exhibit 99.1 constitutes an offer to sell, or a solicitation of an offer to buy,
nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such state or jurisdiction.
| Item 9.01 |
Financial Statements and Exhibits. |
The following exhibits are furnished
herewith:
|
Exhibit
No.
|
|
Description |
| 99.1 |
|
Press release issued July 21, 2025. |
| 104 |
|
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: July 21, 2025 |
|
AMNEAL PHARMACEUTICALS, INC. |
| |
|
|
| |
|
|
|
By: |
|
/s/ Anastasios Konidaris |
| |
|
|
|
Name: |
|
Anastasios Konidaris |
| |
|
|
|
Title: |
|
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) |