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Reorganizations
9 Months Ended
Sep. 29, 2023
Reorganizations [Abstract]  
Reorganization under Chapter 11 of US Bankruptcy Code Disclosure
2.Bankruptcy Proceedings
Voluntary Filing Under Chapter 11 and Examinership Proceedings
As contemplated by the RSA, and with the authorization of the Company’s board of directors, on August 28, 2023 ("Petition Date"), the Company and certain of its subsidiaries voluntarily initiated the 2023 Chapter 11 Cases under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court with the 2023 Plan. The entities that filed the 2023 Chapter 11 Cases include Mallinckrodt plc, substantially all of its U.S. subsidiaries, including the Specialty Generics business and Specialty Brands business, and certain of its international subsidiaries (collectively, the "2023 Debtors").
It is a condition precedent to the consummation of the 2023 Plan that the High Court of Ireland shall make an order pursuant to Section 541 of the Companies Act 2014 of Ireland confirming the 2023 Scheme of Arrangement, and that the 2023 Scheme of Arrangement shall become effective in accordance with its terms (or shall become effective concurrently with the effectiveness of the 2023 Plan). As contemplated by the 2023 Plan, and in furtherance of the satisfaction of such condition precedent, on September 20, 2023 the directors of Mallinckrodt plc initiated the Irish Examinership Proceedings. On the same date, following an ex parte application made by the directors of Mallinckrodt plc, the High Court of Ireland made an order appointing the Examiner on an interim basis, which appointment was subsequently confirmed by an Order of the High Court of Ireland on October 2, 2023. Refer to Note 15 for further information on the Irish Examinership Proceedings.
During the continuance of the Irish Examinership Proceedings, Mallinckrodt will be under the protection of the High Court of Ireland. During the period of court protection, no proceedings can be commenced in Ireland to wind up Mallinckrodt, and no action can be taken by creditors to enforce security or take possession of any assets of Mallinckrodt, without the consent of the Examiner. The period of court protection will subsist for an initial 70 days, which can, in certain circumstances, be extended by order of the High Court of Ireland for a further 30 days.
Information about the 2023 Chapter 11 Cases, including the case docket, may be found free of charge at https://restructuring.ra.kroll.com/mallinckrodt2023/.
The 2023 Chapter 11 Cases are being jointly administered under the caption In re Mallinckrodt plc, Case No. 23-11258. During the pendency of the 2023 Chapter 11 Cases, the 2023 Debtors continue to operate their businesses as debtors-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. As debtors-in-possession, the 2023 Debtors are authorized to continue to operate as ongoing business, and may pay all debts and honor all obligations arising in the ordinary course of their businesses after the Petition Date. The 2023 Debtors may not pay third-party claims or creditors on account of obligations arising before the Petition Date or engage in transactions outside the ordinary course of business without approval of the Bankruptcy Court.
Under the Bankruptcy Code, third-party actions to collect pre-petition indebtedness owed by the 2023 Debtors, as well as most litigation pending against the Company as of the Petition Date, are subject to an automatic stay. However, under the Bankruptcy Code, certain regulatory or criminal proceedings generally are not subject to the automatic stay and may continue unless otherwise ordered by the Bankruptcy Court. Refer to Note 15 "Confirmation of Plan of Reorganization" for a summary of the anticipated distributions to the 2023 Debtors' creditors and interest holders under the 2023 Plan.
Under the Bankruptcy Code, the 2023 Debtors may assume, modify, assign or reject certain executory contracts and unexpired leases, including, without limitation, leases of real property and equipment, subject to the approval of the Bankruptcy Court and to certain other conditions. Generally, the rejection of an executory contract or unexpired lease is treated as a pre-petition breach of such executory contract or unexpired lease and, subject to certain exceptions, relieves the 2023 Debtors from performing their future obligations under such executory contract or unexpired lease but entitles the contract counterparty or lessor to a pre-petition general unsecured claim for damages caused by such deemed breach. Generally, the assumption of an executory contract or unexpired lease requires the 2023 Debtors to cure existing monetary defaults under such executory contract or unexpired lease and provide adequate assurance of future performance. Accordingly, any description of an executory contract or unexpired lease in this Quarterly Report on
Form 10-Q, including, where applicable, the express termination rights thereunder or a quantification of their obligations, must be read in conjunction with, and is qualified by, any overriding rejection rights the 2023 Debtors have under the Bankruptcy Code.

Restructuring Support Agreement
On August 23, 2023, the 2023 Debtors entered into the RSA with creditors holding approximately 72% of the aggregate principal amount of the 2023 Debtors’ first lien funded debt and approximately 71% of the aggregate principal amount of the 2023 Debtors’ second lien funded debt and the Trust (collectively, the "Supporting Parties"), which has subsequently received support from creditors holding approximately 90% of each of the 2023 Debtors' first and second lien funded debt.
The RSA reflects an agreement by the Supporting Parties to support the 2023 Plan through the 2023 Chapter 11 Cases, which provides for the following:
A new post-petition senior secured debtor-in-possession multi-draw, fully-backstopped priming term loan financing facility providing new funds in the amount of $250.0 million, which will be, either repaid in cash at emergence (to the extent cash on hand at emergence is above a specified threshold as further described in the 2023 Plan) or converted into first-out takeback debt;
A post-petition receivables financing facility of up to $200.0 million, which will be repaid in cash in the ordinary course or at emergence;
The reduction of first lien term debt from $2,861.8 million to $1,650.0 million, which will be in the form of takeback debt distributed to post-petition term lenders and pre-petition first lien creditors;
The pre-petition first lien creditors will also receive 92.3% of the 2023 Debtors’ reorganized equity (subject to dilution by any management incentive plan that may be adopted in connection with emergence ("MIP") and the contingent value rights ("CVRs"), as defined below, if equity settled), plus cash (to the extent cash on hand at emergence is above a specified threshold as further described in the 2023 Plan) and second-out takeback debt;
The elimination of pre-petition second lien debt in its entirety, with pre-petition second lien creditors receiving 7.7% of the 2023 Debtors’ reorganized equity (subject to dilution by the MIP and the CVRs if equity settled);
The permanent elimination of the 2023 Debtors’ remaining opioid-related litigation settlement payment obligations (including the $200.0 million installment payment originally due on June 16, 2023) subject to the Company (a) making a $250.0 million payment to the Trust prior to the commencement of the 2023 Chapter 11 Cases (which was made on August 24, 2023) and (b) entering into an agreement ("CVR Agreement") for 4-year CVRs to receive a payment (in cash or, at the Company’s option subject to certain conditions, shares of the Company’s reorganized equity) equal to the value of 5% of the Company’s total outstanding equity (subject to certain dilution) less the exercise price, which will be based on a total enterprise value of $3.776 billion less funded debt at emergence plus any excess cash at emergence after the emergence-date cash sweep contemplated by the RSA;
The 2023 Debtors’ non-monetary obligations to the Trust will generally be preserved, including the compliance-related operating injunction;
All other claims against the 2023 Debtors (with the exception of subordinated securities claims) will be treated as unimpaired, including the Debtors’ settlement under the 2020 Plan with governmental entities regarding Acthar® Gel, and the associated Corporate Integrity Agreement, and also trade liabilities; and
The cancellation of Mallinckrodt ordinary shares for no consideration.
Pursuant to the RSA, each of the 2023 Debtors and the Supporting Parties made certain customary commitments to each other in connection with the pursuit of the transactions contemplated by the term sheets attached thereto. The 2023 Debtors agreed to, among other things, use commercially reasonable efforts to make all requisite filings with the Bankruptcy Court, continue to involve and update the Supporting Parties’ representatives in the bankruptcy process and satisfy certain other covenants. The Supporting Parties committed to support and vote for the 2023 Plan and agreed to use commercially reasonable efforts to take, or refrain from taking, certain actions in furtherance of such support, including an agreement that the forbearance period under the previously disclosed forbearance agreements entered into on August 15, 2023 with requisite majorities of the Company’s term lenders and noteholders will continue until termination of the RSA. Similarly, the 2023 Debtors’ prior obligation to pay the Trust the $200.0 million installment payment originally due on June 16, 2023 pursuant to the opioid deferred cash payments agreement, dated as of June 16, 2022, by and among the Company and the Trust ("Opioid Deferred Cash Payments Agreement") ceased to be outstanding upon effectiveness of the RSA and all remaining opioid-related litigation settlement payment obligations were replaced with the $250.0 million payment that was made to the Trust prior to the commencement of the 2023 Chapter 11 Cases and the agreement to issue the CVRs described above.
The RSA contains milestones for the progress of the 2023 Chapter 11 Cases in the Bankruptcy Court, which include the dates by which the 2023 Debtors are required to, among other things, obtain certain orders of the Bankruptcy Court and consummate the 2023 Debtors’ restructuring. Among other dates set forth in the RSA, the RSA contemplates that the Bankruptcy Court shall have entered an
order confirming the 2023 Plan no later than 50 days after the Petition Date (which occurred on October 10, 2023) and that the 2023 Debtors shall have emerged from bankruptcy no later than 90 days after the Petition Date.
Each of the parties to the RSA may terminate the RSA (and thereby their support for the 2023 Plan) under certain limited circumstances. Any 2023 Debtor may terminate the RSA upon, among other circumstances: (i) its board of directors reasonably determining in good faith, after consultation with legal counsel, that performance under the RSA would be inconsistent with its fiduciary duties or duties as directors under applicable law; and (ii) certain actions by the Bankruptcy Court, including dismissing the 2023 Chapter 11 Cases or converting the 2023 Chapter 11 Cases into cases under chapter 7 of the Bankruptcy Code.
The Supporting Parties also have specified termination rights, including, among other circumstances, termination rights that arise if any of the milestones have not been achieved, extended or waived. The Supporting Parties’ termination rights may be exercised by the requisite thresholds of the applicable Supporting Parties specified in the RSA. Termination by one of these creditor groups will result in the termination of the RSA as to such terminating group only, with the RSA remaining in effect with respect to the 2023 Debtors and the non-terminating groups.
The transactions contemplated by the RSA remain subject to certain conditions, including the completion of the Irish Examinership Proceedings. Accordingly, no assurance can be given that the transactions described therein will be consummated.

First Day Motions
On August 30, 2023, the 2023 Debtors received Bankruptcy Court approval of their customary motions filed on the Petition Date ("First Day Motions") on an interim basis seeking court authorization to continue to support their business operations during the 2023 Chapter 11 Cases, including the continued payment of employee wages and benefits without interruption, payment of trade vendors, continuation of customer programs, continuation of use of existing cash management programs and authorization of the Company's $250.0 million post-petition, super-priority debtor-in-possession financing facility. The First Day Motions were subsequently approved by the Bankruptcy Court on a final basis at hearings.

Confirmed Plan of Reorganization
On September 22, 2023, in accordance with the RSA and the 2023 Plan, the Company filed a supplement to the 2023 Plan with the Bankruptcy Court, which includes, among other things, (a) a term sheet setting forth certain preliminary terms in respect of the corporate governance and related matters of the Company, as reorganized pursuant to and under the 2023 Plan ("Governance Term Sheet"), (b) certain governing documents for certain of the Company’s subsidiaries, (c) certain key terms in respect of the takeback debt related to the exit financing to be entered into by the Company, as reorganized pursuant to and under the 2023 Plan ("Exit Financing Documentation"), and (d) a draft of the CVR Agreement. After receiving information regarding the potential syndicated financing contemplated by the RSA, members of the ad hoc first lien term loan group and the members of the ad hoc crossover group did not consent to the 2023 Debtors’ pursuit of the syndicated exit financing, and therefore the Company expects to issue takeback debt at emergence. The form of constitution to be adopted by the Company, as reorganized pursuant to and under the 2023 Plan, reflecting the applicable terms of the Governance Term Sheet, forms part of the 2023 Scheme of Arrangement (as defined below). As of November 7, 2023, the Company has not finalized the terms with respect to the remaining terms of the Governance Term Sheet, the Exit Financing Documentation or the CVR Agreement, and such documents remain under negotiation by the applicable parties to the RSA and will be filed with the Bankruptcy Court in a subsequent 2023 Plan supplement once available.
On September 29, 2023, the 2023 Debtors filed the First Amended Prepackaged Joint Chapter 11 Plan of Reorganization of Mallinckrodt Plc and Its Debtor Affiliates (as may be amended or supplemented from time to time in accordance with its terms, the "Amended 2023 Plan") in the 2023 Chapter 11 Cases in the Bankruptcy Court. Refer to Note 15 for details on the subsequent confirmation of the Amended 2023 Plan.

Event of default
The commencement of the 2023 Chapter 11 Cases constituted an event of default under certain of the Company’s debt agreements. Subject to any applicable provisions of the Bankruptcy Code, the Company’s debt instruments and agreements provide that, as a result of the commencement of the 2023 Chapter 11 Cases, the principal amount, together with accrued and unpaid interest thereon, and in the case of the indebtedness outstanding under the senior notes, premium, if any, thereon, shall be immediately due and payable. Accordingly, all long-term debt was classified as current on the unaudited condensed consolidated balance sheet as of September 29, 2023 (Successor). However, any efforts to enforce payment obligations under the debt instruments are automatically stayed as a result of the 2023 Chapter 11 Cases and the creditors’ rights in respect of the debt instruments are subject to the applicable provisions of the Bankruptcy Code. The commencement of the 2023 Chapter 11 Cases would constitute an event of default under the receivables financing facility due December 2023 ("ABL Credit Agreement") but for certain amendments thereto, entered into prior to the date hereof (as further described in Note 10).
Financial Reporting in Reorganization
Effective on the Petition Date, the Company began to apply FASB ASC Topic 852 - Reorganizations, which specifies the accounting and financial reporting requirements for entities reorganizing through Chapter 11 bankruptcy proceedings. These requirements include distinguishing transactions directly associated with the reorganization from activities related to the ongoing operations of the business within the financial statements for periods subsequent to the Petition Date. Expenses, realized gains and losses, and provisions for losses that are directly associated with reorganization proceedings must be reported separately as reorganization items, net in the unaudited condensed consolidated statements of operations. In addition, the unaudited condensed consolidated balance sheet must distinguish pre-petition liabilities subject to compromise ("LSTC") of the 2023 Debtors from pre-petition liabilities that are not subject to compromise, post-petition liabilities, and liabilities of the subsidiaries of the Company that are not debtors in the 2023 Chapter 11 Cases. LSTC are pre-petition obligations that are not fully secured and have at least a possibility of not being repaid at the full claim amount. Where there is uncertainty about whether a secured claim will be paid or impaired pursuant to the 2023 Chapter 11 Cases, the Company has classified the entire amount of the claim as LSTC.
Furthermore, the realization of assets and the satisfaction of liabilities are subject to uncertainty. While operating as debtors-in-possession, actions to enforce or otherwise effect the payment of certain claims against the 2023 Debtors in existence before the Petition Date are stayed while the 2023 Debtors continue business operations as debtors-in-possession. These claims are reflected as LSTC in the unaudited condensed consolidated balance sheet as of September 29, 2023 (Successor). Additional claims (which could be LSTC) may arise after the Petition Date resulting from the rejection of executory contracts, including leases, and from the determination by the Bankruptcy Court (or agreement by parties-in-interest) of allowed claims for contingencies and other disputed amounts.
Certain subsidiary entities are not debtors under the 2023 Chapter 11 Cases. However, the assets and liabilities, operating results and cash flows of the non-debtor entities included in the unaudited condensed consolidated financial statements are insignificant. Therefore, the unaudited condensed consolidated financial statements presented herein materially represent the unaudited condensed combined financial statements of the 2023 Debtor entities for all periods presented and unaudited condensed combined financial statements of the 2023 Debtors are not separately presented in the notes to the unaudited condensed combined financial statements.
Non-debtor entity intercompany balances from/due to the 2023 Debtors as of September 29, 2023 (Successor) was as follows:
Intercompany receivables$25.9 
Intercompany payables190.7 
The intercompany balances were primarily attributable to the Company's centralized approach to cash management and financing of its operations. The permission to continue the use of existing cash management systems during the pendency of the 2023 Chapter 11 Cases was approved by the Bankruptcy Court on a final basis as part of certain First Day Motions.
The Company is currently assessing whether or not it qualifies for fresh-start accounting upon emergence from the 2023 Chapter 11 Cases. If the Company were to meet the requirements to adopt the fresh-start accounting rules, its assets and liabilities would be recorded at fair value as of the fresh-start reporting date, which may differ materially from the recorded values of assets and liabilities on its unaudited condensed consolidated balance sheet as of September 29, 2023 (Successor).

Notice of Delisting
On September 6, 2023, New York Stock Exchange ("NYSE") Regulation filed a Form 25 with the SEC to delist the Company's ordinary shares from NYSE American LLC. The delisting was effective on September 16, 2023. The deregistration of the ordinary shares under Section 12(b) of the Securities Exchange Act of 1934 ("Exchange Act") will be effective 90 days, or such shorter period as the SEC may determine, after the filing date of the Form 25, at which point the ordinary shares will be deemed registered under Section 12(g) of the Exchange Act. The Company's ordinary shares began trading in the market for unlisted securities on August 29, 2023 under the symbol "MNKTQ."

Liabilities Subject to Compromise
As a result of the commencement of the 2023 Chapter 11 Cases, the payment of pre-petition liabilities is subject to compromise or other treatment pursuant to the 2023 Plan. Generally, actions to enforce or otherwise effect payment of pre-petition liabilities are stayed. Although payment of pre-petition claims generally is not permitted, the Bankruptcy Court granted the 2023 Debtors the authority to pay certain pre-petition claims in designated categories and subject to certain terms and conditions. This relief generally was designed to preserve the value of the 2023 Debtors' business and assets.
The determination of how liabilities will ultimately be settled or treated cannot be made until the 2023 Plan becomes effective. Accordingly, the ultimate amount of such liabilities is not determinable at this time. Pre-petition liabilities that are subject to
compromise to be reported at the amounts expected to be allowed by the Bankruptcy Court, even if they may be settled for different amounts. The amounts currently classified as LSTC are preliminary and may be subject to future adjustments depending on Bankruptcy Court actions, further developments with respect to disputed claims, determinations of the secured status of certain claims, the values of any collateral securing such claims, rejection of executory contracts, continued reconciliation or other events.
Liabilities subject to compromise at the end of the period consisted of the following:
Successor
September 29,
2023
Accrued interest (1)
$159.0 
Debt (2)
3,512.0 
Acthar Gel-Related Settlement (3)
236.1 
Opioid-Related Litigation Settlement (4)
1,025.0 
Total liabilities subject to compromise$4,932.1 
(1)Accrued interest includes $14.9 million and $108.9 million related to makewhole settlement allowed claims with the 2025 and 2028 first lien senior secured noteholders, respectively, prescribed for per the RSA and 2023 Plan.
(2)The Company expensed $377.6 million to adjust the carrying value up to the principal value or estimated allowed claim amount and recorded the expense within in reorganization items, net in the unaudited condensed consolidated statement of operations for the three months ended September 29, 2023 (Successor).
(3)The Company expensed $145.0 million as reorganization items, net to adjust the present value of the Acthar Gel-Related Settlement liability to its estimated allowed claim amount during the three months ended September 29, 2023 (Successor). This settlement obligation is listed as unimpaired in the 2023 Plan, but is classified as LSTC in accordance with ASC 852 given it is unsecured and its ultimate treatment is dependent upon the effectuation of the 2023 Plan.
(4)The Company expensed $598.4 million as reorganization items, net to adjust the present value of the Opioid-Related Litigation Settlement liability to its estimated allowed claim amount during the three months ended September 29, 2023 (Successor). This settlement obligation is classified as LSTC in accordance with ASC 852 given it is unsecured and its ultimate permanent elimination is dependent upon the effectuation of the 2023 Plan. Refer to Note 12 for further information.

Contractual interest
While the 2023 Chapter 11 Cases are pending, the Company is not accruing interest on its second lien senior secured notes as of the Petition Date on a go-forward basis as the 2023 Debtors do not anticipate making interest payments due under the respective debt instruments. The total aggregate amount of interest payments due under the Company's second lien senior secured notes for the three months ended September 29, 2023, which the Company did not pay, was $40.6 million. The 2023 Debtors expect to pay all interest payments in full as they come due under their respective first lien senior secured debt instruments.

Reorganization items, net
Reorganization items, net, represent amounts incurred after the Petition Date as a direct result of the 2023 Chapter 11 Cases and are comprised of bankruptcy-related professional fees, debt valuation adjustments and adjustments to reflect the carrying value of LSTC at their estimated allowed claim amounts, as such adjustments are approved by the Bankruptcy Court. Such adjustments include non-cash adjustments associated with the Company's debt and settlement obligations in order to reflect the estimated allowed claim amount of these liabilities within LSTC, a makewhole settlement entered into with the Company's first lien senior secured noteholders as described in the RSA, and a backstop premium on the DIP Credit Agreement (as defined in Note 10).
Also included within reorganization items, net are amounts incurred after the Effective Date of the 2020 Chapter 11 Cases that directly resulted from the 2020 Chapter 11 Cases and were comprised of professional fees associated with the implementation of the 2020 Plan during the Successor period and expenses primarily driven by the loss on application of fresh-start accounting, gain on settlement of LSTC and professional and lender fees during the Predecessor period.
Cash paid for reorganization items, net, related to the 2023 Chapter 11 Cases for the nine months ended September 29, 2023 (Successor) was $2.1 million. Cash paid for reorganization items, net, related to the 2020 Chapter 11 Cases for the period from January 1, 2022 through June 16, 2022 (Predecessor) was $304.1 million.
Reorganization items, net, were comprised of the following:
Successor
Three Months
Ended
September 29, 2023
Three Months
Ended
September 30, 2022
Professional fees$17.4 $14.2 
Debt valuation adjustments426.9 — 
Adjustments of other claims867.2 — 
Total reorganization items, net$1,311.5 $14.2 

Successor
Predecessor
Nine Months
Ended
September 29, 2023
Period from
June 17, 2022
 through
September 30, 2022
Period from
January 1, 2022
 through
June 16, 2022
Gain on settlements of LSTC$— $— $(943.7)
Loss on fresh-start adjustments— — 1,354.6 
Professional and other service provider fees27.0 17.7 161.1 
Success fees for professional service providers— — 44.3 
Write off of prepaid premium for directors' and officers' insurance policies— — 9.2 
Debt valuation adjustments
426.9 — — 
Adjustments of other claims867.2 — 5.4 
Total reorganization items, net$1,321.1 $17.7 $630.9