UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-A

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

Perrigo Company plc

Perrigo Finance Unlimited Company

(Exact name of registrant as specified in its charter)

 

 

 

Ireland		Not Applicable
Ireland		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
The Sharp Building, Hogan Place, Dublin 2, Ireland		D02 TY74
(Address of principal executive offices of registrant)		(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class to be so registered		Name of each exchange on which each class is to be registered
6.125% Notes due 2032		New York Stock Exchange
5.375% Notes due 2032		New York Stock Exchange

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates:

333-282001

(If applicable)

Securities to be registered pursuant to Section 12(g) of the Act:

None.

(Title of Class)

 

 

 

TABLE OF ADDITIONAL REGISTRANTS

 

Exact name of registrant as specified in its charter[1]		State or other jurisdiction of incorporation or organization		I.R.S. Employer     Identification     Number
Athena Neurosciences, LLC		Delaware		33-0204761
Chefaro Ireland Designated Activity Company		Ireland		N/A
Elan Pharmaceuticals, LLC		Delaware		77-0128552
Galpharm Healthcare Limited		United Kingdom		98-0578384
Galpharm International Limited		United Kingdom		98-0578383
Gr8ness, LLC		Michigan		85-0693870
L. Perrigo Company		Michigan		38-0920980
Medgenix Benelux NV		Belgium		N/A
OCE-BIO BV		Belgium		N/A
Perrigo Belgium NV		Belgium		N/A
Perrigo Capital NV		Belgium		N/A
Omega Pharma Innovation & Development NV		Belgium		N/A
Omega Pharma International NV		Belgium		N/A
Omega Pharma Limited		United Kingdom		N/A
Omega Pharma Trading NV		Belgium		N/A
PBM Canada Holdings, LLC		Delaware		20-3220996
PBM Nutritionals, LLC		Delaware		20-1781050
PBM Products, LLC		Delaware		22-3499315
Perrigo Americas Holdings, Inc.		Michigan		88-1182714
Perrigo Company		Michigan		38-2799573
Perrigo Corporation Designated Activity Company		Ireland		N/A
Perrigo Diabetes Care, LLC		Delaware		45-4047338
Perrigo Direct, Inc.		Georgia		58-2435388
Perrigo Europe Invest NV		Belgium		N/A
Perrigo Finance (US) LLC		Michigan		85-0704076
Perrigo Florida, Inc.		Florida		65-0336176
Perrigo Holding NV		Belgium		N/A
Perrigo Holdings Unlimited Company		Ireland		98-0112748
Perrigo International Finance Designated Activity Company		Ireland		N/A
Perrigo International Holdings II, Inc.		Delaware		26-3291038
Perrigo International Holdings, LLC		Delaware		38-3339826
Perrigo International, Inc.		Michigan		38-3144353
Perrigo Investments, LLC		Delaware		88-0798539
Perrigo Ireland 1 Designated Activity Company		Ireland		N/A
Perrigo Ireland 10 Unlimited Company		Ireland		N/A
Perrigo Supply Chain International Designated Activity Company		Ireland		N/A
Perrigo Ireland 13 Designated Activity Company		Ireland		N/A
Perrigo Ireland 2 Unlimited Company		Ireland		N/A
Perrigo Ireland 4 Unlimited Company		Ireland		N/A
Perrigo Ireland 5 Limited		Ireland		N/A
Perrigo Ireland 6 Unlimited Company		Ireland		98-1545816
Perrigo Management Company		Michigan		46-4265495
Perrigo Mexico Investment Holdings, LLC		Delaware		27-0243103
Perrigo New York, Inc.		Delaware		13-3785453

 

[1]	The address for each of the additional registrants is c/o Perrigo Company plc, The Sharp Building, Hogan Place Dublin 2, Ireland D02 TY74; Telephone: +353 1 7094000.

Perrigo Pharma International Designated Activity Company		Ireland		98-0551187
Perrigo Pharma Limited		United Kingdom		98-0597624
Perrigo Research & Development Company		Michigan		82-0541583
Perrigo Sales Corporation		Michigan		38-3233149
Perrigo UK Acquisition Limited		United Kingdom		98-0500931
PMI Branded Pharmaceuticals, Inc.		Michigan		81-1656738
Ranir Global Holdings, LLC		Delaware		26-2014628
Ranir (Holdings) Limited		United Kingdom		98-0673906
Ranir, LLC		Delaware		34-2041122
Wrafton Laboratories Limited		United Kingdom		98-0503957

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Perrigo Company plc (the “Company”) and the Additional Registrants on this registration statement have filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended, a prospectus supplement, dated September 11, 2024 (the “Prospectus Supplement”) to a prospectus, dated September 9, 2023 (the “Prospectus”), contained in the effective Registration Statement on Form S-3 (File. No. 333-282001), filed with the SEC on September 9, 2024. The Prospectus Supplement relates to the offering of $715,000,000 aggregate principal amount of 6.125% Senior Notes due 2032 and €350,000,000 aggregate principal amount of 5.375% Senior Notes due 2032 issued by Perrigo Finance Unlimited Company (the “Issuer”), a wholly-owned subsidiary of the Company, and guarantees thereof by the Company and certain of its subsidiaries.

 

Item 1.

Description of Registrant’s Securities to be Registered.

For a description of the securities to be registered hereunder, reference is made to: (i) the information set forth under the heading “Description of Securities” in the Prospectus and (ii) the information set forth under the headings “Description of the USD Notes,” “Description of the Euro Notes,” “Limitations on Validity and Enforceability of the Guarantees and Certain Insolvency Law Considerations,” “Certain U.S. Federal Income Tax Consequences,” “Irish Tax Considerations,” “Belgian Tax Considerations” and “United Kingdom Tax Considerations” in the Prospectus Supplement, which descriptions are incorporated by reference herein.

 

Item 2.

Exhibits.

 

Exhibit No.		Description
Exhibit 4.1		Base Indenture dated as of December 2, 2014, among the Issuer, the Company and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 2, 2014).
Exhibit 4.2		Sixth Supplemental Indenture dated as of September 17, 2024, among the Issuer, the Company, the Subsidiary Guarantors and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 17, 2024).
Exhibit 4.3		Form of 6.125% Note due 2032 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on September 17, 2024).
Exhibit 4.4		Seventh Supplemental Indenture dated as of September 17, 2024, among the Issuer, the Company, the Subsidiary Guarantors, Computershare Trust Company, N.A., as trustee, Elavon Financial Services DAC, as the Paying Agent, and U.S. Bank Trust Company, National Association, as Registrar and Transfer Agent (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the SEC on September 17, 2024).
Exhibit 4.5		Form of 5.375% Note due 2032 (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed with the SEC on September 17, 2024).

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereto duly authorized.

Dated: October 7, 2024