8-K
filed November 15, 2023, 6:59 PM ET
CIK 0001567892
other material
confidence high
sentiment neutral
materiality 1.00
Mallinckrodt emerges from Chapter 11; old equity cancelled, $1.65B new debt issued
Keenova Therapeutics plc
- On Nov 14, 2023, Mallinckrodt emerged from US Chapter 11 and Irish examinership under a prepackaged plan.
- All existing ordinary shares were cancelled; 19,696,335 new common shares issued: 92.3% to first-lien creditors, 7.7% to second-lien noteholders.
- Issued $871.4M in Takeback Term Loans (SOFR+7.5%/9.5%) and $778.6M in 14.75% Takeback Notes due 2028.
- Issued 1,036,649 CVRs exercisable until Nov 2027; entitles holder to cash or equity based on market price minus $99.36.
- Board resigned except CEO; David Stetson and Jon Zinman appointed as new directors.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Paul M. Bisaro resigned as Director at Keenova Therapeutics plc.
- Action
- resigned
- Role
- Director
Exact text from the filing
All of the directors of the board of directors of Mallinckrodt (the “ Board ”) then serving, other than Sigurdur Olafsson, our President and Chief Executive Officer, resigned effective as of the Effective Date from their roles as directors of Mallinckrodt (and any committees of the Board thereof) (collectively, the “ Director Resignations ”), including: Paul M. Bisaro, Daniel Celentano, Riad El-Dada, Neal P. Goldman, Karen Ling, Dr. Woodrow Myers, Susan Silbermann and James R. Sulat.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Susan Silbermann resigned as Director at Keenova Therapeutics plc.
- Action
- resigned
- Role
- Director
Exact text from the filing
All of the directors of the board of directors of Mallinckrodt (the “ Board ”) then serving, other than Sigurdur Olafsson, our President and Chief Executive Officer, resigned effective as of the Effective Date from their roles as directors of Mallinckrodt (and any committees of the Board thereof) (collectively, the “ Director Resignations ”), including: Paul M. Bisaro, Daniel Celentano, Riad El-Dada, Neal P. Goldman, Karen Ling, Dr. Woodrow Myers, Susan Silbermann and James R. Sulat.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
James R. Sulat resigned as Director at Keenova Therapeutics plc.
- Action
- resigned
- Role
- Director
Exact text from the filing
All of the directors of the board of directors of Mallinckrodt (the “ Board ”) then serving, other than Sigurdur Olafsson, our President and Chief Executive Officer, resigned effective as of the Effective Date from their roles as directors of Mallinckrodt (and any committees of the Board thereof) (collectively, the “ Director Resignations ”), including: Paul M. Bisaro, Daniel Celentano, Riad El-Dada, Neal P. Goldman, Karen Ling, Dr. Woodrow Myers, Susan Silbermann and James R. Sulat.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Sigurdur Olafsson resigned as President and Chief Executive Officer at Keenova Therapeutics plc.
- Action
- resigned
- Role
- President and Chief Executive Officer
Exact text from the filing
Mr. Olafsson provided written notice of his intention to resign as an employee effective on the 75 th day following the Effective Date (the “ Post-Emergence Resignation Date ”).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jon Zinman was appointed as Director at Keenova Therapeutics plc.
- Action
- appointed
- Role
- Director
Exact text from the filing
On the Effective Date and immediately following the Director Resignations, the following individuals were appointed directors of Mallinckrodt: David Stetson and Jon Zinman (collectively, the “ New Directors ”).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David Stetson was appointed as Director at Keenova Therapeutics plc.
- Action
- appointed
- Role
- Director
Exact text from the filing
On the Effective Date and immediately following the Director Resignations, the following individuals were appointed directors of Mallinckrodt: David Stetson and Jon Zinman (collectively, the “ New Directors ”).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Karen Ling resigned as Director at Keenova Therapeutics plc.
- Action
- resigned
- Role
- Director
Exact text from the filing
All of the directors of the board of directors of Mallinckrodt (the “ Board ”) then serving, other than Sigurdur Olafsson, our President and Chief Executive Officer, resigned effective as of the Effective Date from their roles as directors of Mallinckrodt (and any committees of the Board thereof) (collectively, the “ Director Resignations ”), including: Paul M. Bisaro, Daniel Celentano, Riad El-Dada, Neal P. Goldman, Karen Ling, Dr. Woodrow Myers, Susan Silbermann and James R. Sulat.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Riad El-Dada resigned as Director at Keenova Therapeutics plc.
- Action
- resigned
- Role
- Director
Exact text from the filing
All of the directors of the board of directors of Mallinckrodt (the “ Board ”) then serving, other than Sigurdur Olafsson, our President and Chief Executive Officer, resigned effective as of the Effective Date from their roles as directors of Mallinckrodt (and any committees of the Board thereof) (collectively, the “ Director Resignations ”), including: Paul M. Bisaro, Daniel Celentano, Riad El-Dada, Neal P. Goldman, Karen Ling, Dr. Woodrow Myers, Susan Silbermann and James R. Sulat.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Dr. Woodrow Myers resigned as Director at Keenova Therapeutics plc.
- Action
- resigned
- Role
- Director
Exact text from the filing
All of the directors of the board of directors of Mallinckrodt (the “ Board ”) then serving, other than Sigurdur Olafsson, our President and Chief Executive Officer, resigned effective as of the Effective Date from their roles as directors of Mallinckrodt (and any committees of the Board thereof) (collectively, the “ Director Resignations ”), including: Paul M. Bisaro, Daniel Celentano, Riad El-Dada, Neal P. Goldman, Karen Ling, Dr. Woodrow Myers, Susan Silbermann and James R. Sulat.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Neal P. Goldman resigned as Director at Keenova Therapeutics plc.
- Action
- resigned
- Role
- Director
Exact text from the filing
All of the directors of the board of directors of Mallinckrodt (the “ Board ”) then serving, other than Sigurdur Olafsson, our President and Chief Executive Officer, resigned effective as of the Effective Date from their roles as directors of Mallinckrodt (and any committees of the Board thereof) (collectively, the “ Director Resignations ”), including: Paul M. Bisaro, Daniel Celentano, Riad El-Dada, Neal P. Goldman, Karen Ling, Dr. Woodrow Myers, Susan Silbermann and James R. Sulat.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Daniel Celentano resigned as Director at Keenova Therapeutics plc.
- Action
- resigned
- Role
- Director
Exact text from the filing
All of the directors of the board of directors of Mallinckrodt (the “ Board ”) then serving, other than Sigurdur Olafsson, our President and Chief Executive Officer, resigned effective as of the Effective Date from their roles as directors of Mallinckrodt (and any committees of the Board thereof) (collectively, the “ Director Resignations ”), including: Paul M. Bisaro, Daniel Celentano, Riad El-Dada, Neal P. Goldman, Karen Ling, Dr. Woodrow Myers, Susan Silbermann and James R. Sulat.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Keenova Therapeutics plc: Adopted New Articles of Association replacing Prior Articles of Association, changing authorized share capital, board composition, preemptive rights, and other governance provisions.
- Change
- charter amendment
Exact text from the filing
Effective as of the Effective Date, and pursuant to the Scheme of Arrangement, the new memorandum and articles of association (together, the " New Articles of Association ") were adopted, which replaced and superseded the prior memorandum and articles of association (together, the " Prior Articles of Association "), respectively.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Keenova Therapeutics plc entered into Registration Rights Agreement with certain owners of New Common Equity valued at Provides piggyback registration rights and demand registration rights for Company Shareholders ownin.
- Action
- entry
- Counterparty
- certain owners of New Common Equity
- Value
- Provides piggyback registration rights and demand registration rights for Company Shareholders ownin
Exact text from the filing
On the Effective Date and pursuant to the Plan, the Company entered into a registration rights agreement (the “ Registration Rights Agreement ”) with certain owners of New Common Equity
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Keenova Therapeutics plc entered into Contingent Value Right Agreement with Trust valued at Issued 1,036,649 CVRs entitling Trust to receive cash equal to Market Price of one new ordinary shar.
- Action
- entry
- Counterparty
- Trust
- Value
- Issued 1,036,649 CVRs entitling Trust to receive cash equal to Market Price of one new ordinary shar
Exact text from the filing
On the Effective Date and pursuant to the Plan, the Company entered into a contingent value right agreement (the “ CVR Agreement ”) with the Trust.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Keenova Therapeutics plc entered into Information Rights Deed with Information Rights Holders valued at Company to provide Information Rights Holders with quarterly unaudited financial statements within 6.
- Action
- entry
- Counterparty
- Information Rights Holders
- Value
- Company to provide Information Rights Holders with quarterly unaudited financial statements within 6
Exact text from the filing
On the Effective Date and pursuant to the Plan, the Company entered into a deed poll relating to the information rights members of the Company (the “ Information Rights Deed ”) for the benefit of each Company Shareholder that
View on SEC.gov
This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice.
See methodology for how this pipeline works.