Correspondence 0001104659-25-045090 from Mallinckrodt plc (CIK 0001567892)
Mallinckrodt plc (CIK 0001567892)
Date: May 6, 2025 · CIK: 0001567892 · Accession: 0001104659-25-045090
AI Filing Summary & Sentiment
File numbers found in text: 333-286694
Letter
VIA EDGAR Division of Corporation Finance Office of Life Sciences Attention: Tim Buchmiller Mallinckrodt plc Registration Statement on Form S-4 Filed April 23, 2025 File No. 333-286694
Dear Mr. Buchmiller and Ms. Crotty:
On behalf of our client, Mallinckrodt plc (“Mallinckrodt”), we are providing Mallinckrodt’s responses to the comments of the Staff (the “Staff”) of the Division of Corporation Finance, Office of Life Sciences, of the U.S. Securities and Exchange Commission, set forth in its letter, dated May 2, 2025, with respect to the above-referenced Registration Statement on Form S-4 (the “Registration Statement”).
Concurrently with the submission of this letter, Mallinckrodt is filing via EDGAR Amendment No. 1 to the Registration Statement (“Amendment No. 1”), which includes revisions made in response to the comment received from the Staff as well as certain additional changes to update the disclosure contained in Amendment No. 1.
For your convenience, the text of the Staff’s comment is set forth below in bold, followed by Mallinckrodt’s response. Terms not otherwise defined in this letter shall have the meanings set forth in Amendment No. 1. All page references in Mallinckrodt’s responses refer to pages of Amendment No. 1.
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.
Response: Mallinckrodt respectfully advises the Staff that it has added disclosures on the Endo, Inc. letter to its stockholders and on pages 4, 30 and 110 of Amendment No. 1 in response to the Staff’s comment.
* * * * * *
If you have any questions, please do not hesitate to contact me at (212) 403-1005 or VGoldfeld@wlrk.com.
Sincerely yours,
/s/ Victor Goldfeld
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[Letterhead of Wachtell, Lipton, Rosen & Katz]
May 6, 2025
VIA EDGAR
Division of Corporation Finance
Office of Life Sciences
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Attention:
Tim Buchmiller
Laura Crotty
Re:
Mallinckrodt plc
Registration Statement on Form S-4
Filed April 23, 2025
File No. 333-286694
Dear Mr. Buchmiller and Ms. Crotty:
On behalf of our client, Mallinckrodt plc (“Mallinckrodt”),
we are providing Mallinckrodt’s responses to the comments of the Staff (the “Staff”) of the Division of Corporation
Finance, Office of Life Sciences, of the U.S. Securities and Exchange Commission, set forth in its letter, dated May 2, 2025, with
respect to the above-referenced Registration Statement on Form S-4 (the “Registration Statement”).
Concurrently with the submission of this letter,
Mallinckrodt is filing via EDGAR Amendment No. 1 to the Registration Statement (“Amendment No. 1”), which
includes revisions made in response to the comment received from the Staff as well as certain additional changes to update the disclosure
contained in Amendment No. 1.
For your convenience, the text of the Staff’s
comment is set forth below in bold, followed by Mallinckrodt’s response. Terms not otherwise defined in this letter shall
have the meanings set forth in Amendment No. 1. All page references in Mallinckrodt’s responses refer to pages of
Amendment No. 1.
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.
Response: Mallinckrodt respectfully advises the Staff that
it has added disclosures on the Endo, Inc. letter to its stockholders and on pages 4, 30 and
110 of Amendment No. 1 in response to the Staff’s comment.
* * * * * *
If you have any questions, please do not hesitate
to contact me at (212) 403-1005 or VGoldfeld@wlrk.com.
Sincerely yours,
/s/ Victor Goldfeld
Victor Goldfeld
cc:
Mark Tyndall, Mallinckrodt plc
Adam Emmerich, Wachtell, Lipton, Rosen &
Katz
Viktor Sapezhnikov, Wachtell, Lipton, Rosen &
Katz
Matthew Maletta, Endo, Inc.
Michael Kaplan, Davis Polk & Wardwell
LLP
Michael Davis, Davis Polk & Wardwell LLP