Alkermes plc. 8-K

What Happened
Alkermes plc announced on Feb 12, 2026 that it completed its acquisition of Avadel Pharmaceuticals plc (Avadel) pursuant to a court‑sanctioned scheme of arrangement, making Avadel a wholly owned subsidiary. At the Effective Time (Court Order delivered Feb 12, 2026), each Avadel share was converted into $21.00 in cash plus one contingent value right (CVR) that may pay up to $1.50 on achievement of a milestone. In connection with the Acquisition, Alkermes entered into a new Credit Agreement and borrowed the full $1.525 billion available under two secured term loan facilities.

Key Details

• Acquisition closing: Effective Feb 12, 2026 (High Court of Ireland sanctioned the Scheme on Feb 10, 2026).
• Consideration to Avadel shareholders: $21.00 cash per Avadel share + one non-transferable CVR per share (CVR pays up to $1.50 if milestone met).
• Equity awards: In‑the‑money Avadel options were cashed out for the spread and CVRs; out‑of‑the‑money options were cancelled for no consideration; RSUs were cashed out for cash + CVRs; restricted stock awards vested and were treated as shares.
• Financing: Credit Agreement provides a Term Loan A (TLA) of up to $750 million and a Term Loan B (TLB) of up to $775 million (aggregate $1.525 billion), fully drawn at closing. TLA matures Feb 12, 2031; TLB matures Aug 12, 2031.
• Interest: Borrowings bear either Term SOFR + margin (initially 2.75%) or Alternate Base Rate + margin (initially 1.75%) depending on the rate option chosen.
• Security and covenants: Facilities are guaranteed by subsidiary guarantors and secured by liens on substantially all borrower and guarantor assets; the Credit Agreement (other than TLB) includes customary covenants and requires maintenance of a maximum secured net leverage ratio and a minimum consolidated interest coverage ratio.
• Market impact: Avadel shares halted trading and will be delisted from Nasdaq; Alkermes and Avadel issued a joint press release (Exhibit 99.1).

Why It Matters
This filing confirms Alkermes has completed a material acquisition and immediately assumed a significant new secured debt load ($1.525B), which affects the company’s capital structure and near‑term cash flow obligations. Shareholders and potential investors should note the fixed cash consideration and the contingent upside via CVRs for former Avadel holders, the treatment of Avadel equity awards, and the new loan covenants and security that constrain Alkermes’ balance sheet and could influence future financing or strategic options.