UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~February~~September 2021, 2015 (August 28, 2015)

~~PAR~~Par ~~PHARMACEUTICAL~~Pharmaceutical ~~COMPANIES~~Companies, ~~INC~~Inc.

(Exact name of registrant as specified in its charter)

Delaware		1-10827		22-~~312218~~3122182
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification ~~No.~~Number)

300 Tice Boulevard, Woodcliff Lake, NJ		07677
One Ram Ridge Road, Chestnut Ridge, New York		10977
(Address of principal executive offices)		(Zip ~~Code~~code)

Registrant’s telephone number, including area code: (~~201~~845) ~~802~~573-~~4000~~5500

Former name or former address, if changed since last report: N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 18.01. ~~Entry~~Other ~~into Material Definitive Agreements.~~Events

~~On February 20, 2015,~~ Par Pharmaceutical Companies, Inc. (the “Company”) ~~entered~~caused ~~into~~to ~~Amendment~~be ~~No. 5~~delivered ~~(“Amendment~~to ~~No. 5”)~~the ~~among~~holders of the Company,’s ~~the~~7 3⁄8% ~~lenders~~Senior ~~party~~Notes ~~thereto,~~Due ~~and~~2020 ~~Bank of America, N.A.~~ (the “~~BANA~~Notes”), asa ~~administrative~~conditional ~~agent,~~notice ~~which amends~~of ~~the~~redemption ~~Exiting~~relating ~~Credit~~to ~~Agreement~~the ~~dated~~full asredemption of ~~September 28,~~all ~~2012,~~issued asand ~~amended~~outstanding byNotes ~~Amendment~~in ~~No. 1,~~an aggregate ~~dated~~principal asamount of ~~February 6~~$490, ~~2013~~000,000.00 ~~Amendment~~(the ~~No.~~“Redemption”) on September 230, ~~dated~~2015 as(the of“Redemption ~~February 20~~Date”), ~~2013,~~pursuant ~~Amendment~~to ~~No.~~Section 5(a) of the Notes and Section 3.07(a) of the Indenture, dated as of ~~February~~September 28, ~~2013,~~2012 ~~and~~(as ~~Amendment No. 4~~amended, ~~dated~~supplemented asor ofotherwise ~~February 20~~modified to date, ~~2014~~the “Indenture”), among ~~the~~Sky ~~Company,~~Growth ~~its~~Acquisition ~~subsidiary~~Corporation, ~~Par~~predecessor ~~Pharmaceutical,~~in ~~Inc.~~interest (to the ~~“Co-Borrower”~~Company, and, ~~together~~Wells ~~with~~Fargo ~~the Company~~Bank, ~~the~~National ~~“Borrowers”)~~Association, ~~Sky~~a ~~Growth~~national ~~Intermediate~~banking ~~Holdings~~association, IIas ~~Corporation~~trustee (the “~~Holdings~~Trustee”),. ~~certain~~The ~~subsidiaries~~redemption ofprice for the ~~Company~~Notes ~~party~~is ~~thereto,~~equal ~~BANA,~~to asthe ~~administrative~~sum ~~agent,~~of ~~swing~~100.0% ~~line~~of ~~lender~~the ~~and~~principal ~~L/C~~amount ~~issuer,~~of ~~each~~the ~~lender~~Notes ~~from~~plus ~~time~~the toApplicable ~~time~~Premium ~~party~~(as ~~thereto,~~defined ~~and~~in the ~~other~~Indenture) ~~parties~~as ~~from time~~of ~~to time party thereto (~~the ~~“Existing~~Redemption ~~Credit~~Date ~~Agreement”,~~plus accrued and asunpaid ~~amended,~~interest ~~supplemented~~on orthe ~~otherwise~~Notes ~~modified~~up byto, ~~Amendment~~but ~~No. 5~~excluding, the ~~“Amended~~Redemption ~~Credit~~Date ~~Agreement~~(the “Redemption Price”).

OnThe ~~February 25,~~Company’s obligation ~~2015,~~to pay the ~~Company~~Redemption ~~entered~~Price ~~into~~on ~~Amendment~~the ~~No. 6~~Redemption ~~(“Amendment~~Date ~~No.~~is conditioned upon (i) 6”the Closing, as defined in that certain Agreement and ~~together~~Plan ~~with~~of ~~Amendment No.~~Merger, dated as of May 518, 2015 (the “~~Amendments~~Merger Agreement”) by and among the Company’s ~~Borrowers~~indirect parent company, Par Pharmaceutical Holdings, ~~certain~~Inc., ~~subsidiaries~~a Delaware corporation (the “Parent”), Endo International plc, a public limited company incorporated under the laws of Ireland (the “Acquiror”), Endo Designated Activity Company ~~party~~(f/k/a ~~thereto~~Endo Limited), ~~BANA~~a private limited company incorporated under the laws of Ireland, asEndo ~~administrative~~Health ~~agent~~Solutions ~~and~~Inc., ~~incremental~~a ~~term~~Delaware ~~lender~~corporation, Hawk Acquisition Ireland Limited (f/k/a Banyuls Limited), a private limited company incorporated under the ~~“Amended~~laws ~~Credit~~of ~~Agreement”~~Ireland, Hawk Acquisition ULC, a Bermudian unlimited liability company and asShareholder ~~amended~~Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Stakeholder Representative ~~supplemented~~(as defined therein) on or ~~otherwise~~before ~~modified~~September 30, 2015 (the “Merger Condition”), (ii) the delivery of written notice to the Trustee by ~~Amendment~~the ~~No.~~Company stating (a) 6that the Merger Condition has been satisfied and (b) the amount of the Redemption Price (the “Notice Condition”) and (iii) a representative of the bond redemption committee, appointed by the board of directors of Parent, has not delivered a written notice to the Trustee stating that it does not expect the Merger Condition to be satisfied (the “~~Credit~~Committee ~~Agreement~~Condition”, and, together with the Merger Condition and the Notice Condition, the “Conditions”). In its sole discretion, the Company may waive all or any of the Conditions.

~~Amendment~~The ~~No. 5,~~Indenture ~~which~~is ~~was~~filed ~~effective~~ as ofExhibit ~~February 25,~~4.1 ~~2015,~~to ~~increased~~ the ~~first~~Company’s ~~lien~~Registration ~~net~~Statement ~~leverage~~on ~~levels~~Form ~~included~~S-4 indated ~~the financial maintenance covenant~~August 14, ~~which covenant only applies to the extent there are revolving loans, swingline loans or letters of credit (excluding undrawn letters of credit to the extent cash collateralized) outstanding~~2013.

~~Amendment No. 6 authorized the funding of a new tranche of term loans (the “Term B-3 Loans”) in an aggregate principal amount of $425 million.~~ The ~~terms~~Merger ofAgreement ~~Term~~is ~~B-3~~filed ~~Loans are substantially the same~~ as ~~the~~Exhibit ~~terms of the existing Term B-~~2 ~~Loans, except that (~~.1~~) the~~ ~~interest rate margins applicable~~ to ~~Term~~ ~~B-3 Loans are 3.25% for LIBOR and 2.25% for base rate, a 25 basis point increase compared to~~ the ~~Term~~Acquiror’s ~~B-2~~Current ~~Loans~~Report ~~and~~on ~~(2) the~~Form ~~Term B~~8-3K ~~Loans~~dated are subject to a soft call provision applicable to the optional prepayment of the loans which requires a premium equal to 1.00% of the aggregate principal amount of the loans being prepaid if, on or prior to AugustMay 2521, 2015~~, the Company enters into certain repricing transactions~~. ~~Additionally, all voluntary and mandatory prepayments of outstanding term loans must be made pro rata among the Term B-3 Loans and the Term B-2 Loans.~~

~~Borrowings~~2 ~~under the Term B-3 Loans were used to pay a $494.3 million cash dividend to stockholders of the indirect parent of the Company.~~

~~The~~SIGNATURES foregoing summary of the Amendments does not purport to be complete and is subject to, and qualified in its entirety by, the full text of each Amendment, which are attached hereto as Exhibits 10.1 through 10.2 and are incorporated herein by reference.

~~Item~~Pursuant ~~2.03.~~to ~~Creation~~the requirements of athe ~~Direct~~Securities ~~Financial~~Exchange ~~Obligation~~Act orof an1934, ~~Obligation~~the ~~under~~registrant anhas ~~Off-Balance~~duly ~~Sheet~~caused ~~Arrangement~~this ofreport ato ~~Registrant~~be signed on its behalf by the undersigned hereunto duly authorized.

The disclosure in Item 1.01 above is hereby incorporated by reference into this Item 2.03.

~~Item~~3 ~~9.01. Financial Statements and Exhibits.~~

(d) Exhibits

10.1		Amendment No. 5 to the Credit Agreement among the Company, the lenders party thereto, and Bank of America, N.A. (“BANA”), as administrative agent, which amends the Existing Credit Agreement dated as of September 28, 2012, as amended by Amendment No. 1, dated as of February 6, 2013, Amendment No. 2, dated as of February 20, 2013, Amendment No. 3, dated as of February 28, 2013, and Amendment No. 4, dated as of February 20, 2014, among the Company, its subsidiary, Par Pharmaceutical, Inc. (the “Co-Borrower” and, together with the Company, the “Borrowers”), Sky Growth Intermediate Holdings II Corporation (“Holdings”), certain subsidiaries of the Company party thereto, BANA, as administrative agent, swing line lender and L/C issuer, each lender from time to time party thereto, and the other parties from time to time party thereto (the “Existing Credit Agreement”, and as amended, supplemented or otherwise modified by Amendment No. 5, the “Amended Credit Agreement”).
10.2		Amendment No. 6 to the Credit Agreement among the Borrowers, Holdings, certain subsidiaries of the Company party thereto, BANA, as administrative agent and BANA, Goldman Sachs Bank USA and Deutsche Bank Securities Inc., as lead arrangers, which amends the Amended Credit Agreement.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PAR PHARMACEUTICAL COMPANIES, INC.
By:	/s/ Paul V. Campanelli
	Name:	Paul V. Campanelli
	Title:	Chief Executive Officer
	Date:	February 25, 2015

EXHIBIT INDEX

ExhibitNo.		Description
10.1		Amendment No. 5 to the Credit Agreement among the Company, the lenders party thereto, and Bank of America, N.A. (“BANA”), as administrative agent, which amends the Existing Credit Agreement dated as of September 28, 2012, as amended by Amendment No. 1, dated as of February 6, 2013, Amendment No. 2, dated as of February 20, 2013, Amendment No. 3, dated as of February 28, 2013, and Amendment No. 4, dated as of February 20, 2014, among the Company, its subsidiary, Par Pharmaceutical, Inc. (the “Co-Borrower” and, together with the Company, the “Borrowers”), Sky Growth Intermediate Holdings II Corporation (“Holdings”), certain subsidiaries of the Company party thereto, BANA, as administrative agent, swing line lender and L/C issuer, each lender from time to time party thereto, and the other parties from time to time party thereto (the “Existing Credit Agreement”, and as amended, supplemented or otherwise modified by Amendment No. 5, the “Amended Credit Agreement”).
10.2		Amendment No. 6 to the Credit Agreement among the Borrowers, Holdings, certain subsidiaries of the Company party thereto, BANA, as administrative agent and BANA, Goldman Sachs Bank USA and Deutsche Bank Securities Inc., as lead arrangers, which amends the Amended Credit Agreement.

PAR PHARMACEUTICAL COMPANIES, INC.

Date: September 21, 2015

/s/ Michael A. Tropiano

Michael A. Tropiano

Executive Vice President & Chief Financial Officer

Filing Compare · PAR PHARMACEUTICAL COMPANIES, INC.