Filing Details
- Accession Number:
- 0000950170-25-041642
- Form Type:
- 13D Filing
- Publication Date:
- 2025-03-17 20:00:00
- Filed By:
- Silver Point Capital
- Company:
- Mallinckrodt Plc (NYSE:NONE)
- Filing Date:
- 2025-03-18
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Silver Point Capital, L.P. | 0 | 1,692,330 | 0 | 1,692,330 | 1,692,330 | 8.6% |
| Edward A. Mule | 0 | 1,692,330 | 0 | 1,692,330 | 1,692,330 | 8.6% |
| Robert J. O'Shea | 0 | 1,692,330 | 0 | 1,692,330 | 1,692,330 | 8.6% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
|
Mallinckrodt plc (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
G5890A102 (CUSIP Number) |
James Kasmarcik Silver Point Capital, L.P., 2 Greenwich Plaza, Suite 1 Greenwich, CT, 06830 203-542-4200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/13/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | G5890A102 |
| 1 |
Name of reporting person
Silver Point Capital, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
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
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,692,330.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, PN |
SCHEDULE 13D
|
| CUSIP No. | G5890A102 |
| 1 |
Name of reporting person
Edward A. Mule | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,692,330.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | G5890A102 |
| 1 |
Name of reporting person
Robert J. O'Shea | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,692,330.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, 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, Blanchardstown, Dublin 15,
IRELAND
, D15 TX2V. | |
Item 1 Comment:
This Amendment No. 3 (the "Amendment") amends the statement on Schedule 13D originally filed by the Reporting Persons on November 24, 2023, as amended by Amendment No. 1 filed by the Reporting Persons on January 22, 2024 and Amendment No. 2 filed by the Reporting Persons on July 8, 2024 (as amended, the "Schedule 13D"). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby supplemented as follows:
The source of funds used in the purchase reported in Item 5 was working capital of the Reporting Persons. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The responses of the Reporting Persons to rows (7) through (13) of the cover pages of this Amendment are incorporated herein by reference. The Reporting Persons currently beneficially own 1,692,330 shares of Common Stock.
As reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 13, 2025, as of March 7, 2025, there were 19,762,306 shares of Common Stock issued and outstanding. | |
| (b) | The responses of the Reporting persons to rows (7) through (13) of the cover pages of this Amendment are incorporated herein by reference. | |
| (c) | The following sets forth all transactions in the Common Stock effected by the Reporting Persons during the last 60 days: On March 14, 2025, the Reporting Persons purchased 100,000 shares of Common Stock at a price per share of $94.00 in the open market through brokers. | |
| (d) | Other than as disclosed in Item 4, no person other than the Reporting Persons are known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock held by the Reporting Persons. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby supplemented as follows:
Voting Agreement
On March 13, 2025, the Issuer announced that it had entered into a Transaction Agreement, dated March 13, 2025 (the "Transaction Agreement"), with Endo, Inc. ("Endo") and Salvare Merger Sub LLC ("Merger Sub"), pursuant to which, subject to the satisfaction or waiver of the conditions set forth therein, (a) the memorandum and articles of association of the Issuer will be amended by means of a scheme of arrangement (the "Articles Scheme Amendment") under the Companies Act 2014 and shareholder approval; (b) the memorandum and articles of association of the Issuer will be further amended by shareholder approval following the Articles Scheme Amendment (together with the Articles Scheme Amendment, the "Articles Amendments"); and (c) Merger Sub will merge with and into Endo (such merger, the "business combination" and, together with the Articles Amendments, the "Transaction"), with Endo surviving the business combination as a wholly owned subsidiary of the Issuer.
In connection with the Transaction, on March 13, 2025, the Reporting Persons entered into a Voting and Support Agreement (the "Voting Agreement") with the Issuer and Endo, pursuant to which the Reporting Persons agreed, among other things, and subject to the terms and conditions of the Voting Agreement, to vote all securities owned by them in favor of the Transaction, as more fully described in the form of Voting Agreement filed as Exhibit 3 hereto, the terms of which are hereby incorporated into this Item 6.
Except as disclosed in this Schedule 13D, there are no contracts, arrangements, understandings or relationships between the Reporting Persons and any third person with respect to the Common Stock. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit No. Description
1 Joint Filing Agreement, dated as of March 18, 2025, by and among the Reporting Persons
2 Power of Attorney of Robert J. O'Shea and Edward A. Mule (incorporated here by reference to Schedule 13G
filed by Silver Point Capital, L.P., Edward A. Mule and Robert J. O'Shea with the Securities and Exchange
Commission on February 16, 2016 relating to TopBuild Corp.)
3 Form of Voting Agreement (incorporated here by reference to Exhibit 99.1 to the Issuer's Form 8-K/A filed with
the Securities and Exchange Commission on March 13, 2025) | ||
| 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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