SEC Comment Letter 0000000000-25-004690 to Mallinckrodt plc (CIK 0001567892)
Mallinckrodt plc (CIK 0001567892)
Date: May 2, 2025 · CIK: 0001567892 · Accession: 0000000000-25-004690
AI Filing Summary & Sentiment
File numbers found in text: 333-286694
Letter
May 2, 2025 Mark Tyndall, Esq. Chief Legal Officer Mallinckrodt plc College Business & Technology Park, Cruiserath, Blanchardstown, Dublin 15, D15 TX2V, Ireland Re:Mallinckrodt plc Registration Statement on Form S-4 Filed April 23, 2025 File No. 333-286694 Dear Mark Tyndall Esq.: We have conducted a limited review of your registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form S-4 General 1.Please revise the forepart of the joint proxy statement/prospectus to provide prominent disclosure showing the per share transaction consideration (e.g., showing the per share exchange ratio and the per share cash consideration, as noted on page 203) to be received by the Endo stockholders, taking into account any material factors and assumptions that would impact those calculations. If stockholders will not know the exact per share exchange ratio or the per share cash consideration at the time of the stockholder votes, please revise to make that clear. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
May 2, 2025 Page 2 Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Tim Buchmiller at 202-551-3635 or Laura Crotty at 202-551-7614 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc:Viktor Sapezhnikov, Esq.
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May 2, 2025
Mark Tyndall, Esq.
Chief Legal Officer
Mallinckrodt plc
College Business & Technology Park, Cruiserath,
Blanchardstown, Dublin 15, D15 TX2V, Ireland
Re:Mallinckrodt plc
Registration Statement on Form S-4
Filed April 23, 2025
File No. 333-286694
Dear Mark Tyndall Esq.:
We have conducted a limited review of your registration statement and have the
following comment.
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-4
General
1.Please revise the forepart of the joint proxy statement/prospectus to provide prominent
disclosure showing the per share transaction consideration (e.g., showing the per share
exchange ratio and the per share cash consideration, as noted on page 203) to be
received by the Endo stockholders, taking into account any material factors and
assumptions that would impact those calculations. If stockholders will not know the
exact per share exchange ratio or the per share cash consideration at the time of the
stockholder votes, please revise to make that clear.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
May 2, 2025
Page 2
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Tim Buchmiller at 202-551-3635 or Laura Crotty at 202-551-7614
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Viktor Sapezhnikov, Esq.