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 29, 2011

TALECRIS BIOTHERAPEUTICS HOLDINGS CORP.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-34473	20-2533768
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

4101 Research Commons
79 T.W. Alexander Drive

 Research Triangle Park, North Carolina  27709

(Address of principal executive offices)

                                   (919) 316-6300

(Registrant's telephone number, including area code)

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))

Item 8.01 Other Events.

On April 29, 2011, Talecris Biotherapeutics Holdings Corp. (“Talecris”) and Grifols, S.A. (“Grifols”) signed a consent agreement with the staff of the Bureau of Competition of the U.S. Federal Trade Commission (the “FTC”) that outlines the conditions necessary for Grifols’ acquisition of Talecris to proceed. 

To satisfy these necessary conditions, Grifols has signed documents agreeing to the sale of select assets and has entered into certain commercial, lease and manufacturing agreements with the Italian corporation, Kedrion SpA. 

The consent agreement remains subject to approval by the FTC Commissioners before the transaction can be completed. 

On May 2, 2011, Talecris issued a press release announcing the consent agreement.  The press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01                    Financial Statements and Exhibits

            (d) The following exhibits are filed with this Form 8-K:

Exhibit No.	Description
99.1	Press Release, dated May 2, 2011

SIGNATURE

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.

	Talecris Biotherapeutics Holdings Corp.      (Registrant)
Date: May 2, 2011	/s/ John F. Gaither, Jr.                                                 Name: John F. Gaither, Jr.        Title: Executive Vice President, General Counsel         and Corporate Secretary

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release, dated May 2, 2011

EX-99.1

Exhibit 99.1

Grifols and Talecris Biotherapeutics Announce the Signing of a Consent Agreement with FTC Staff

RESEARCH TRIANGLE PARK, N.C. -- (May 2, 2011) — Grifols, S.A. (GRF.MC) and Talecris Biotherapeutics Holdings Corp. (NASDAQ: TLCR) announced today they have signed a Consent Agreement with the staff of the Bureau of Competition of the U.S. Federal Trade Commission (FTC) that outlines the conditions necessary for Grifols’ acquisition of Talecris to proceed.  The Consent Agreement remains subject to approval by the FTC Commissioners before the transaction can be completed. 

To satisfy the Consent Agreement conditions, Grifols has signed documents agreeing to the sale of select assets and has entered into certain commercial, lease and manufacturing agreements with the Italian companyKedrionfor up to seven years.  These agreements refer to four main areas:

·Kedrion and Grifols enter into a contract manufacturing agreement to fractionate and purify Kedrion’s plasma; and to deliver IVIG and Albumin under Kedrion’s private label, and Factor VIII under the trade name Koate, all of them for sale only in the U.S.

·Grifols sells to Kedrion the Melville, N.Y. fractionation facility. Grifols will manage the facility for up to a four-year period under a lease agreement with Kedrion

·Grifols sells to Kedrion Talecris’ U.S. FVIII business (Koate)

·Grifols sells to Kedrion two Talecris plasma collection centers.

According to Grifols, neither the Consent Agreement nor the agreements signed with Kedrion will affect the operating synergies that Grifols expects to achieve through the acquisition of Talecris. Until the conclusion of the acquisition is formally announced, both companies remain independent and will conduct business as usual. 

About Grifols

Grifols is a Spanish holding company, specializing in the hospital-pharmaceutical sector, and with a presence in over 90 countries. Since May 2006 it has been listed on the Spanish Continuous Market, and it is included in the Ibex-35. Grifols is the leading European plasma products company, and the fourth-largest producer in the world. The company plans to strengthen its position within the industry as a vertically integrated company, on the basis of its ongoing investment program. In terms of raw material, Grifols has secure plasma supplies from its network of 80 plasmapheresis centers in the United States, while its production plants in Barcelona (Spain) and Los Angeles (United States) ensure that it has the fractionation capacity to satisfy rising demand. In addition, the company has implemented an ambitious investment plan to enable it to deliver sustained growth over the next 8 to 10 years.

About Talecris Biotherapeutics: Inspiration. Dedication. Innovation.

Talecris Biotherapeutics is a global biotherapeutic and biotechnology company that discovers, develops and produces critical care treatments for people with life-threatening disorders in a variety of therapeutic areas including immunology, pulmonology, neurology and hemostasis. For more information, please visit: http://www.talecris.com/