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 16, 2009

TALECRIS BIOTHERAPEUTICS HOLDINGS CORP.

 (Exact name of registrant as specified in its charter)

Delaware
(State or other
jurisdiction of incorporation) 001-34473
(Commission
File Number) 20-2533768
(I.R.S. Employer
Identification No.)

P.O. Box 110526 4101 Research Commons 79 T.W. Alexander Drive Research Triangle Park, North Carolina	27709
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (919) 316-6300

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 (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On October 16, 2009, Talecris Biotherapeutics Holdings Corp., a Delaware corporation, issued a press release announcing the pricing of $600 million aggregate principal amount of 7.75% senior notes due 2016, which will be issued in a private placement pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). A copy of the press release is being filed as Exhibit 99.1 hereto and is incorporated herein by reference.  The press release was issued pursuant to and in accordance with Rule 135c promulgated under the Securities Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

No.	Description
99.1	Press Release of Talecris Biotherapeutics Holdings Corp., dated October 16, 2009

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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.
		By:	/s/ John F. Gaither, Jr.
		Name: John F. Gaither, Jr.
		Title: General Counsel
Date: October 16, 2009

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EXHIBIT INDEX

No.	Description
99.1	Press Release of Talecris Biotherapeutics Holdings Corp., dated October 16, 2009

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Talecris Biotherapeutics Announces Pricing

of $600 Million Senior Notes due 2016

Research Triangle Park, N.C. (October 16, 2009) — Talecris Biotherapeutics Holdings Corp. (Nasdaq: TLCR) (“Talecris”) today announced the pricing through a private placement of $600 million aggregate principal amount of 7.75% senior notes due 2016 (the “Notes”).  The Notes were issued at price of 99.321% of par.  Talecris intends to use the net proceeds from the offering to repay its First and Second Lien Term Loans, repay a portion of borrowings under its Revolving Credit Facility, extinguish certain interest rate swaps, and pay related fees and expenses.  The offering is expected to close on or about October 21, 2009, subject to customary closing conditions.

The Notes are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States, only to non-U.S. investors pursuant to Regulation S.  The Notes have not been registered under 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 requirements.

This press release does not constitute an offer to sell or the solicitation of an offer to buy securities.  Any offers of the securities will be made only by means of a private offering memorandum.

Cautionary statement regarding forward-looking statements

This press release contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995.  These statements include, but are not limited to, statements regarding strategic and operation plans, including use of proceeds.  Forward-looking statements are based on current beliefs and expectations and are subject to inherent risks and uncertainties.  You are cautioned not to place undue reliance on forward-looking statements.  Although Talecris believes that the forward-looking statements contained in this press release are reasonable, there is no assurance that expectations will be fulfilled.

The following factors, among others, could cause actual results to differ materially from those expressed or implied in forward-looking statements: possible U.S. legislation or regulatory action affecting, among other things, the U.S. healthcare system, pharmaceutical pricing and reimbursement, including Medicaid and Medicare; our ability to procure adequate quantities of plasma and other materials which are acceptable for use in our manufacturing processes from our own plasma collection centers or from third-party vendors; our ability to maintain compliance with government regulations and licenses, including those related to plasma collection, production and marketing; our ability to identify growth opportunities for existing products and our ability to identify and develop new product candidates through our research and development activities;

and the timing of, and our ability to, obtain and/or maintain regulatory approvals for new product candidates, the rate and degree of market acceptance, and the clinical utility of our products.  Talecris undertakes no duty to update any forward-looking statement.

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.

Contact:

Brunswick Group

Susan Stillings / Greg Faje

Tel.: 212.333.3810

or

Talecris Corporate Communications

Becky Levine

Tel.: 919.316.6590

E-mail: becky.levine@talecris.com

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