Subsequent Events

6 Months Ended

Jun. 27, 2025


16.			Subsequent Events

Business Combination with Endo

On July 31, 2025, the Company completed the Business Combination, whereby the Company acquired all of the issued and outstanding shares of Endo common stock in exchange for the right to receive approximately $1.31 in cash and 0.2575 of a Mallinckrodt ordinary share, without interest and subject to applicable withholding.

In addition, pursuant to the Transaction Agreement:

(i) each outstanding restricted stock unit award in respect of Endo common stock that was subject only to time-based vesting requirements (an “Endo RSU Award”) and that was held by an employee of Endo or a subsidiary of Endo, was assumed by the Company and converted into a restricted stock unit award in respect of a number of Mallinckrodt ordinary shares (a “Mallinckrodt RSU Award”) determined in accordance with the Transaction Agreement;

(ii) each outstanding Endo RSU Award that was held by a non-employee director of Endo and Endo’s CEO immediately prior to the effective time of the Business Combination became fully vested and all rights in respect of such Endo RSU Award were canceled and automatically converted into the right of the holder to receive an amount in cash determined in accordance with the Transaction Agreement;

(iii) each outstanding restricted stock unit award in respect of Endo common stock that was subject, in whole or in part, to performance-based vesting conditions (an “Endo PSU Award”) was assumed by the Company and converted into a Mallinckrodt RSU Award in respect of a number of Mallinckrodt ordinary shares determined in accordance with the Transaction Agreement; and

(iv) each outstanding long-term cash award granted by Endo which was subject to time-based vesting requirements and/or performance-based vesting requirements (an “Endo Cash LTI Award”) was assumed by Mallinckrodt and converted into a long-term cash award granted by Mallinckrodt (a “Mallinckrodt Cash LTI Award”).

New Credit Agreement

On July 31, 2025, in connection with the consummation of the Business Combination, ST 2020, Inc. (“Parent”), a wholly owned subsidiary of Mallinckrodt, and MEH, Inc. (“Borrower”), a wholly owned subsidiary of Parent, entered into a credit agreement (“New Credit Agreement”) with the lenders named therein, Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent, and OPY Credit Corp., as trading agent, providing for $1,350.0 million in aggregate principal amount of senior secured credit facilities (“Facilities”), comprising (i) a $1.2 billion senior secured term loan facility (“Term Facility”) and (ii) a $150.0 million senior secured revolving credit facility (“Revolving Facility”). The Borrower borrowed $1.2 billion under the Term Facility on August 1, 2025. The Facilities mature on July 31, 2030, unless extended pursuant to the terms of the New Credit Agreement.

The Term Facility will amortize in quarterly installments as follows: (i) commencing with the fiscal quarter ending December 31, 2025 through (and including) the fiscal quarter ending September 30, 2026, 0.625% of the initial aggregate principal amount of the Term Facility, (ii) from the last day of the fiscal quarter ending December 31, 2026 through (and including) the last day of the fiscal quarter ending September 30, 2027, 1.25% of the initial aggregate principal amount of the Term Facility, (iii) from the last day of the fiscal quarter ending December 31, 2027 through (and including) the last day of the fiscal quarter ending September 30, 2028, 1.875% of the initial aggregate principal amount of the Term Facility and (iv) from the last day of the fiscal quarter ending December 31, 2028 through the maturity date of the Term Facility, 2.50% of the initial aggregate principal amount of the Term Facility, with the balance payable on the maturity date of the Term Facility.

Payoff of Takeback Debt and Existing ABL Facility

On August 1, 2025, in connection with the consummation of the Business Combination, Mallinckrodt and its subsidiaries prepaid in full approximately $385.5 million in outstanding aggregate principal amount of the Second-Out Takeback Term Loans, constituting all of the remaining indebtedness outstanding under the existing Mallinckrodt credit agreement, together with accrued and unpaid interest thereon, as well as a payment of approximately $10.6 million in required makewhole premium and all amounts outstanding under the receivables financing facility due December 2027 (“Existing ABL Facility”) were repaid.

Also in connection with the consummation of the Business Combination, on August 1, 2025, Mallinckrodt and its subsidiaries redeemed in full approximately $477.2 million in outstanding principal amount of Takeback Notes, constituting all of the existing Mallinckrodt notes outstanding under the existing Mallinckrodt indenture, for a redemption price equal to such outstanding principal amount, accrued and unpaid interest thereon and approximately $13.7 million in required makewhole premium and all amounts outstanding under the Existing ABL Facility were repaid.

As a result of such prepayment, redemption and repayment, the existing Mallinckrodt credit agreement and the existing ABL facility were terminated, the existing Mallinckrodt indenture was discharged and all guarantees of, and liens securing, the obligations thereunder were released.

New Articles of Association

On July 31, 2025, prior to the completion of the Business Combination, the new memorandum and articles of association of the Company (together, the “New Articles of Association”) were adopted, which replaced and superseded the prior memorandum and articles of association of the Company (together, the “Prior Articles of Association”), respectively. The Prior Articles of Association provided that the authorized share capital of Mallinckrodt was $5,000,000 and €25,000, divided into 500,000,000 ordinary shares, par value $0.01 per share, and 25,000 ordinary A shares, par value €1.00 per share. The New Articles of Association provide that the authorized share capital of Mallinckrodt is $10,000,000 and €25,000, divided into 500,000,000 ordinary shares, par value $0.01 per share, 500,000,000 preferred shares, par value $0.01 per share, and 25,000 ordinary A shares, par value €1.00 per share. The preferred shares may be issued with such rights as the Board may fix. The rights attaching to Mallinckrodt’s other classes of shares may be subject to the terms of issue of any preferred shares allotted.