Business Combination and Divestitures (Tables)

9 Months Ended

Sep. 26, 2025

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

The consideration for the Business Combination is calculated as follows (dollar amounts in millions except exchange ratio and share price):


Endo shares of common stock outstanding as of July 31, 2025	76,313,462
Exchange Ratio	0.2575
Mallinckrodt ordinary shares issued in exchange	19,650,663
Mallinckrodt closing stock price (1)	$	90.50
Estimated fair value of Mallinckrodt ordinary shares issued	$	1,778.4
Other cash consideration (2)	0.0
Payment to Endo stockholders	100.0
Other merger consideration attributable to Endo stock-based awards	1.9
Obligation to cash settle shares underlying certain Endo stock-based awards	4.2
Total consideration transferred	$	1,884.5

(1)Mallinckrodt is not listed on a national securities exchange or quoted on the automated quotation system of a national securities association, and as such, used a preliminary fair value per ordinary share as of July 31, 2025 in accordance with U.S. Internal Revenue Code Section 409A to determine fair value of consideration transferred.

(2)Other cash consideration represents less than $0.1 million of aggregate cash payments to Endo stockholders in lieu of any fractional shares.

Schedule of Estimated Fair Values

The table below represents an initial allocation of the consideration to Endo’s tangible and intangible assets acquired and liabilities assumed based on management’s estimate of their respective fair values.


	Estimated fair value
Total consideration	$	1,884.5
Cash and cash equivalents	$	437.6
Restricted cash and cash equivalents	93.4
Accounts receivable, net	357.7
Inventories	885.7
Prepaid expenses and other current assets	81.2
Income taxes receivable	21.3
Property, plant and equipment, net	402.4
Inventories, long-term	502.6
Operating lease assets	36.8
Intangible assets, net	2,215.0
Deferred income tax assets	144.4
Other assets	20.4
Total assets, excluding goodwill	$	5,198.5
Current maturities of long-term debt	15.0
Accounts payable	91.5
Accrued payroll and payroll-related costs	63.2
Accrued interest	25.3
Accrued and other current liabilities	314.4
Long-term debt	2,545.0
Operating lease liabilities	33.2
Deferred tax liabilities	139.4

Other liabilities	94.3
Net assets acquired	$	1,877.2
Goodwill	$	7.3

Schedule of Identifiable Intangible Assets Acquired

The amounts assigned to the identifiable intangible assets, the weighted average useful lives, and the amortization method are as follows (in millions, except weighted average useful life, which is in years):


	Net Book Value		Amortization Method	Weighted Average Useful Lives (in years)








Developed technology - Branded	$	2,113.0	Straight-line	12.0






Developed technology - Generics	51.0		Straight-line	3.2
Licenses agreements - Generics	34.0		Straight-line	3.0

In-process research and development - Generics	17.0		N/A	—
Total intangible assets	$	2,215.0		11.7

Schedule of Unaudited Pro Forma Financial Information


	Three Months Ended				Nine Months Ended
Unaudited Pro Forma Financial Information	September 26, 2025		September 27, 2024		September 26, 2025		September 27, 2024 (1)
Net Sales	$	868.6	$	931.1	$	2,611.3	$	2,777.3
Net (loss) income	(426.2)		(112.0)		(622.5)		5,934.2

(1) On April 23, 2024, Endo International plc’s (“Endo’s Predecessor”) plan of reorganization became effective. In accordance with the Endo Plan (as defined below) on the Endo Effective Date (as defined below), Endo acquired substantially all of the assets, as well as certain equity interests of and assumed certain liabilities of Endo’s Predecessor. In accordance with ASC Topic 852, Reorganization, the provisions of fresh-start accounting were applied on the Endo Effective Date and Endo became the Successor entity for financial reporting purposes. Endo’s Predecessor’s reorganization items, net were $6,125.1 million.

Schedule of Receipts

The receipts related to the Business Combination, net of cash acquired from Endo is calculated as follows:


Total consideration	$	1,884.5
Less:
Preliminary estimated fair value of Mallinckrodt ordinary shares issued	1,778.4
Other merger consideration attributable to Endo stock-based awards	1.9
Cash acquired	437.6
Receipts of unrestricted cash, net of payments related to the Business Combination	$	(333.4)