SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Mallinckrodt plc (Name of Issuer) |
Ordinary Shares, par value $0.01 per share (Title of Class of Securities) |
G5890A102 (CUSIP Number) |
George Travers c/o GoldenTree Asset Management LP, 300 Park Avenue, 21st Floor New York, NY, 10022 (212) 847-3500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/31/2025 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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CUSIP No. | G5890A102 |
1 |
Name of reporting person
GoldenTree Asset Management LP | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
WC, OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
DELAWARE
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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11 | Aggregate amount beneficially owned by each reporting person
7,926,176.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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13 | Percent of class represented by amount in Row (11)
20.1 % | ||||||||
14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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CUSIP No. | G5890A102 |
1 |
Name of reporting person
GoldenTree Asset Management LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
WC, OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
DELAWARE
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Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
7,926,176.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
20.1 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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CUSIP No. | G5890A102 |
1 |
Name of reporting person
Steven A. Tananbaum | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
PF, OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
UNITED STATES
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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11 | Aggregate amount beneficially owned by each reporting person
7,946,176.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
20.2 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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Item 1. | Security and Issuer | |
(a) | Title of Class of Securities:
Ordinary Shares, par value $0.01 per share | |
(b) | Name of Issuer:
Mallinckrodt plc | |
(c) | Address of Issuer's Principal Executive Offices:
College Business & Technology Park, Cruiserath Road, Blanchardstown, Dublin,
IRELAND
, 15D15TX2V. | |
Item 1 Comment:
This statement on Schedule 13D (the "Schedule 13D") relates to the ordinary shares, par value $0.01 per share ("Ordinary Shares") of Mallinckrodt plc (the "Issuer"), whose principal executive office is located at College Business & Technology, Cruiserath, Blanchardstown, Dublin 15, Ireland. | ||
Item 2. | Identity and Background | |
(a) | The Schedule 13D is being filed by the following persons (each a "Reporting Person" and, collectively, the "Reporting Persons"):
GoldenTree Asset Management LP (the "Investment Manager")
GoldenTree Asset Management LLC (the "IMGP")
Steven A. Tananbaum | |
(b) | The address of the principal business office of each of the Reporting Persons is c/o GoldenTree Asset Management LP, 300 Park Avenue, 21st Floor, New York, NY 10022. | |
(c) | The principal occupation of Mr. Tananbaum is to serve as the managing member of IMGP.
The remaining Reporting Persons are principally engaged in the business of investment management or making, purchasing, selling and holding investments. | |
(d) | During the last five years, none of the Reporting Persons have been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). | |
(e) | During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
(f) | Mr. Tananbaum is a citizen of the United States. The remaining Reporting Persons are organized under the laws of the State of Delaware. | |
Item 3. | Source and Amount of Funds or Other Consideration | |
From December 4, 2023 to July 8, 2024, the Reporting Persons purchased an aggregate of 3,327,335 Ordinary Shares for an aggregate consideration of $82,825,077.63 using working capital.
On July 31, 2025, the Reporting Persons acquired 4,539,148 Ordinary Shares pursuant to the Merger (as defined below). From August 1st through August 6th, 2025, the Reporting Persons purchased an aggregate of 86,700 Ordinary Shares for aggregate consideration of $7,562,250 using working capital. | ||
Item 4. | Purpose of Transaction | |
Endo Merger
Pursuant to the transaction agreement (the "Transaction Agreement") between Endo, Inc. ("Endo") and Salvare Merger Sub LLC, a wholly owned subsidiary of the Issuer ("Merger Sub"), on July 31, 2025, Merger Sub merged with and into Endo (the "Merger"), with Endo surviving the Merger as a wholly owned subsidiary of the Issuer. As a result of the Merger, the Endo common stock held of record by certain managed accounts for which the Investment Manager serves as investment manager was cancelled and converted into the right to receive 4,539,148 Ordinary Shares.
Additionally, affiliates of GoldenTree hold $11,000,000 of Endo Finance Holdings, Inc.'s 8.500% Senior Secured Notes due 2031; $147,092,630.42 of Endo Finance Holdings, Inc.'s Senior Secured Term Loan due 2031; $38,722,222.23 of MEH, Inc.'s Revolving Credit Facility due 2030; and $318,677,777.77 of MEH, Inc.'s Secured Term Loan due 2030.
General
The Reporting Persons acquired the securities described in this Schedule 13D for investment purposes and intend to review their investments in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons' review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.
The Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, the Reporting Persons may engage in discussions with management, the board of directors of the Issuer, and other securityholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or take-private transaction that could result in the de-listing or de-registration of the Ordinary Shares; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer's business or corporate structure, including changes in management or the composition of the board of directors. To facilitate their consideration of such matters, the Reporting Persons may retain consultants and advisors and may enter into discussions with potential sources of capital and other third parties. The Reporting Persons may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements. The Reporting Persons will likely take some or all of the foregoing steps at preliminary stages in their consideration of various possible courses of action before forming any intention to pursue any particular plan or direction.
Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time. | ||
Item 5. | Interest in Securities of the Issuer | |
(a) | The information contained on the cover pages to this Schedule 13D is incorporated herein by reference.
The securities reported herein include (i) 7,926,176 Ordinary Shares held directly by certain funds and separate accounts managed by the Investment Manager and (ii) 20,000 Ordinary Shares held directly by Mr. Tananbaum.
The ownership percentage set forth herein is based on 39,413,711 Ordinary Shares outstanding as of August 5, 2025 as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 6, 2025.
The Investment Manager is the investment manager or advisor to certain funds and a separately managed account by the Investment Manager (the "Funds"). IMGP is the general partner of the Investment Manager. Steven A. Tananbaum is the managing member of IMGP. As a result of these relationships, each of the Reporting Persons may be deemed to share beneficial ownership of the securities held of record by the Funds. | |
(b) | The information contained on the cover pages to this Schedule 13D is incorporated herein by reference. | |
(c) | Except as set forth in Items 3 and 4 above, during the past 60 days, the Reporting Persons have not effected any transactions in the Ordinary Shares. | |
(d) | None. | |
(e) | Not applicable. | |
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
None of the Reporting Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. | ||
Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1: Joint Filing Agreement. |
SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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