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ACTAVIS PLC FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Material Modification to Rights of Security Holders, Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits

July 3, 2014

Item 1.01. Entry into a Material Definitive Agreement.

Second Amended and Restated Actavis Capital Revolving Credit Agreement

On June 30, 2014, Actavis plc ("Actavis"), Actavis Capital S.À r.l., a private limited liability company (sociÉtÉ À responsabilitÉ limitÉe), incorporated under the laws of the Grand-Duchy of Luxembourg ("Actavis Capital"), Actavis, Inc., Bank of America, N.A. and a syndicate of banks participating as lenders entered into an amendment agreement (the "Revolver Amendment") to amend and restate Actavis Capital's existing $750 million senior unsecured amended and restated revolving credit loan facility dated as of September 16, 2011, as amended by that certain Revolving Credit Amendment Agreement, dated as of August 1, 2013 (the "Existing Revolver"). The Revolver Amendment became effective in accordance with its terms on June 30, 2014.

The Revolver Amendment, among other things described below or more fully set forth in the Amended and Restated Revolver (as defined below): (i) modifies the consolidated leverage ratio financial covenant to (a) permit the consummation of the Mergers (as defined below) and (b) conform to the maximum consolidated leverage ratio financial covenant contained in Actavis Capital's amended and restated unsecured term loan credit facility, dated March 31, 2014, (ii) permits certain intercompany restructuring transactions following the Mergers, (iii) permits the consummation of the Mergers (including assumption of any indebtedness of Forest Laboratories, Inc. ("Forest") (other than Forest's Existing Credit Agreement (as defined below)), (iv) updates the definition of the Foreign Account Tax Compliance Act, (v) amends the covenants to provide subsidiary guarantees, (vi) provides for a guaranty by Warner Chilcott Limited, a Bermuda company, and (vii) amends the negative covenants to include limitations on the activities of Actavis plc and certain of its subsidiaries. In addition, the Revolver Amendment will extend the maturity of the Existing Revolver by one year, to September 16, 2018 (or if such day is not a business day, the next preceding business day). The Existing Revolver, as amended by the Revolver Amendment, is referred to herein respectively as the "Amended and Restated Revolver". The date of the consummation of the Mergers is referred to herein as the "Closing Date".

Interest Rate and Amortization

The Amended and Restated Revolver provides that loans thereunder will bear interest, at Actavis Capital's choice, of a per annum rate equal to either (a) a base rate, plus an applicable margin per annum varying from 0.00% per annum to 0.75% per annum depending on the Debt Rating or (b) a Eurodollar rate, plus an applicable margin varying from 0.875% per annum to 1.75% per annum depending on the Debt Rating.

The Amended and Restated Revolver will now mature on September 16, 2018 (or if such day is not a business day, the next preceding business day).

Guarantees

The Amended and Restated Revolver provides that all obligations thereunder will be jointly and severally guaranteed by (i) Actavis, (ii) Warner Chilcott Limited, (iii) Actavis, Inc. (iv) Actavis Funding SCS, and (v) any subsidiary of Warner Chilcott Limited (other than Actavis Capital) that becomes a guarantor of third party indebtedness of Actavis Capital in an aggregate principal amount exceeding $350,000,000 (unless, in the case of a foreign subsidiary, such guarantee would give rise to adverse tax consequences as reasonably determined by Actavis).

Representations, Covenants and Events of Default

The Amended and Restated Revolver contains customary representations and warranties, financial reporting covenants and other affirmative and negative covenants and events of default (the occurrence of which may trigger an acceleration of amounts outstanding under the Amended and Restated Revolver).

In addition, Actavis shall be required to comply with a quarterly total leverage maintenance covenant that is substantially similar to the covenant in the Existing Revolver.

The foregoing description is qualified in its entirety by reference to the text of (i) the Revolver Amendment, which is attached as Exhibit 10.1 hereto and . . .

Item 2.01. Completion of Acquisition or Disposition of Assets.

On July 1, 2014, pursuant to the to the Agreement and Plan of Merger, dated February 17, 2014, by and among Actavis, Forest, Tango US Holdings Inc., a Delaware corporation ("US Holdings"), Tango Merger Sub 1 LLC, a Delaware limited liability company ("Merger Sub 1"), and Merger Sub 2 ("together with Merger Sub 1, the "Merger Subs") (the "Merger Agreement"), Merger Sub 1 merged with and into Forest (the "First Merger") and, immediately following the First Merger, Forest merged with and into Merger Sub 2, with Merger Sub 2 continuing as the surviving company (the "Second Merger," and together with the First Merger, the "Mergers," and Merger Sub 2, as the surviving company, the "Surviving Company"). Following the Mergers, Merger Sub 2 is an indirect wholly owned subsidiary of Actavis.

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As previously disclosed, pursuant to the Merger Agreement, each holder of a share of Forest common stock issued and outstanding immediately prior to the First Merger (other than dissenting shares) had the right to elect to receive as a result of the First Merger either: (1) a combination of $26.04 in cash plus 0.3306 of an Actavis ordinary share (the "Standard Election Consideration"); (2) $86.81 in cash (the "Cash Election Consideration"); or (3) 0.4723 Actavis ordinary shares (the "Stock Election Consideration"), subject to the proration procedures set forth in the Merger Agreement (together, the "Merger Consideration"). Shares of Forest common stock with respect to which no election was made were deemed to elect the Standard Election Consideration. Forest stockholders who elected to receive the Stock Election Consideration were subject to proration to ensure that the total amount of cash paid and the total number of Actavis shares issued to Forest stockholders as a whole were equal to the total amount of cash and number of Actavis shares that would have been paid and issued if all Forest stockholders received the Standard Election Consideration.

The election deadline for the Merger Consideration was 5:00 pmNew York time, June 27, 2014. Based on the final results of the Merger Consideration elections and the terms of the Merger Agreement:

holders of approximately 72.78% of the outstanding Forest common stock, or

approximately 197,607,707 shares, elected to receive the Stock Election Consideration, which, after giving effect to the prorations, entitles each holder to $25.67 in cash plus 0.3326 of an Actavis ordinary share, with fractions of an Actavis ordinary share being cashed out at $219.00 per whole share;



holders of approximately 0.44% of the outstanding Forest common stock, or

approximately 1,202,340 shares, elected to receive the Cash Election Consideration, which entitles each holder to $86.81 in cash;



holders of approximately 13.81% of the outstanding Forest common stock, or

approximately 37,487,783 shares, elected to receive the Standard Election Consideration, with fractions of an Actavis ordinary share being cashed out at $219.00 per whole share;



holders of approximately 12.97% of the outstanding Forest common stock, or

approximately 35,228,456 shares, did not make a valid election or did not deliver a valid election form prior to the election deadline and will receive the Standard Election Consideration.



The issuance of Actavis ordinary shares in connection with the Mergers was registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Actavis' registration statement on Form S-4 (File No. 333-194781) (the "Registration Statement") filed with the Securities and Exchange Commission (the "SEC") and declared effective on May 2, 2014. The definitive joint proxy statement/prospectus of Actavis, dated May 2, 2014, that forms a part of the Registration Statement contains additional information about the Mergers and the other transactions contemplated by the Merger Agreement, including a description . . .

Item 2.03. Creation of a Direct Financial Obligation.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 3.03. Material Modification to Rights of Security Holders.

In connection with the Mergers, on July 1, 2014, each issued and outstanding share of Forest common stock was converted into the right to receive, at the election of the holder thereof and subject to proration and adjustment procedures, (i) the Standard Election Consideration, which is 0.3306 of an Actavis ordinary share and $26.04 in cash, without interest, (ii) the Stock Election Consideration, which is 0.4723 of an Actavis ordinary share or (iii) the Cash Election Consideration, which is $86.81 in cash, without interest, in exchange for such share of Forest common stock. The proration and adjustment procedures are set forth in the Merger Agreement and described in the Joint Proxy Statement/Prospectus (as defined below). The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

The issuance of Actavis ordinary shares in connection with the Mergers was registered under the Securities Act, pursuant to the Registration Statement filed with the SEC and declared effective on May 2, 2014. The definitive joint proxy statement/prospectus of Actavis, dated May 2, 2014, that forms a part of the Registration Statement (the "Joint Proxy Statement/Prospectus") contains additional information about the Mergers and the other transactions contemplated by the Merger Agreement, including information concerning the interests of directors, executive officers and affiliates of Actavis and Forest in the Mergers.

Actavis' ordinary shares and Forest's common stock were registered pursuant to Section 12(b) of the Exchange Act and listed on the NYSE. Forest common stock was suspended from trading prior to the open of trading on July 1, 2014. Forest expects to file a Form 15 with the SEC to terminate the registration under the Exchange Act of the Forest common stock.

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b), (d) As previously announced, Sigurdur Olafsson has elected to leave Actavis in connection with the Forest transaction. On June 30, 2014, Actavis relieved Mr. Olafsson of his duties as a director and as President, Actavis Pharma, and in connection therewith, Mr. Olafsson resigned from his roles at Actavis. Mr. Olafsson's resignation was not the result of any disagreement with Actavis, its management or the board of directors (the "board"). Pursuant to the terms of the retention letter agreement entered into between Mr. Olafsson and Actavis, Mr. Olafsson is entitled to certain retention bonus payments as disclosed in the Current Report on Form 8-K filed by Actavis on May 22, 2014.

Effective immediately following the Merger, the board has appointed Brenton L. Saunders, Christopher J. Coughlin and Nesli Basgoz, M.D. to serve as members of the board until the 2015 annual meeting of Actavis shareholders or such director's earlier resignation, removal or death. Messrs. Saunders and Coughlin and Dr. Basgoz were appointed pursuant to the terms of the Merger Agreement, which required Actavis to take action necessary to cause Mr. Saunders and two other Forest directors to become members of the Actavis board immediately after the Merger. As an executive officer of Actavis, Mr. Saunders will not serve on any of the board's committees. The board expects to appoint each of Mr. Coughlin and Dr. Basgoz to committees of the board at its next regularly scheduled meeting.

Mr. Saunders, 44, has been the President and Chief Executive Officer of Forest since October 2013 and a member of the board of directors of Forest since 2011. Previously, Mr. Saunders served as Chief Executive Officer and as a board member of Bausch + Lomb Incorporated from March 2010 until August 2013, and as a senior executive with Schering-Plough from 2003 to 2010, most recently as President of Global Consumer Health Care. He also served as Head of Integration for both Schering-Plough's merger with Merck & Co. and for its $16 billion acquisition of Organon BioSciences. Before joining Schering-Plough, Mr. Saunders was a Partner and Head of the Compliance Business Advisory Group at PricewaterhouseCoopers LLP from 2000 to 2003. Prior to that, he was Chief Risk Officer at Coventry Health Care between 1998 and 1999 and a co-founder of the Health Care Compliance Association in 1995. Mr. Saunders began his career as Chief Compliance Officer for the Thomas Jefferson University Health System. In addition to the Bausch + Lomb board, he serves on the boards of ElectroCore LLC and the Overlook Hospital Foundation. He is also the former Chairman of the New York chapter of the American Heart Association. He is also a member of the Board of Trustees of the University of Pittsburgh. He received a B.A. from the University of Pittsburgh, an M.B.A. from Temple University School of Business, and a J.D. from Temple University School of Law.

Mr. Coughlin, 60, served as an advisor to Tyco International from 2010 until September 30, 2012. He was Executive Vice President and Chief Financial Officer of Tyco International from 2005 to 2010. During his tenure, he played a central role in the separation of Tyco into five independent, public companies and provided financial leadership surrounding major transactions, including the $2 billion acquisition of Broadview Security, among many other responsibilities and accomplishments. Prior to joining Tyco, he worked as the Chief Operating Officer of the Interpublic Group of Companies from June 2003 to December 2004, as Chief Financial Officer from August 2003 to June 2004 and as a director from July 2003 to July 2004. Previously, Mr. Coughlin was Executive Vice President and Chief Financial Officer of Pharmacia Corporation from 1998 until its acquisition by Pfizer in 2003. Prior to that, he was Executive Vice President of Nabisco Holdings and President of Nabisco International. From 1981 to 1996 he held various positions, including Chief Financial Officer, at Sterling Drug. Mr. Coughlin is currently serving as the lead independent director on the board of Dun & Bradstreet, where he is a former member of the Audit Committee, chairs the Board Affairs Committee, and is a member of the Compensation and Benefits Committee. He also serves on the board of Covidien plc, where he is Chair of the Compliance Committee and a member of its Transaction Committee. In addition, Mr. Coughlin previously served on the boards of the Interpublic Group of Companies, Monsanto Company and Perrigo Company. Mr. Coughlin has a B.S. in accounting from Boston College.

Dr. Basgoz, 55, is the Associate Chief for Clinical Affairs, Division of Infectious Diseases at Massachusetts General Hospital (MGH) and serves on the hospital's Board of Trustees. In addition, Dr. Basgoz is an Associate Professor of Medicine at Harvard Medical School. Previously, she served as Clinical Director in the Infectious Diseases Division of MGH for six years. Dr. Basgoz earned her M.D. Degree and completed her residency in internal medicine at Northwestern University Medical School. She also completed a fellowship in the Infectious Diseases Division at the University of California at San Francisco. She is board certified in both infectious diseases and internal medicine.

Effectively immediately following the Merger, Mr. Saunders has entered into an employment agreement with Actavis, Inc., a wholly-owned subsidiary of Actavis, the terms of which are described in further detail below.

Mr. Coughlin and Dr. Basgoz will receive compensation as non-employee directors of the Actavis board in accordance with the terms of Actavis' director compensation program, the terms of which were previously disclosed in the Actavis Definitive Proxy Statement on Schedule 14A filed with the SEC on March 28, 2014, as revised by material filed with the SEC on Schedule 14A on April 11, 2014.

(c) The board also appointed the following new officers, effectively immediately following the Merger:

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. . .

Item 7.01. Regulation FD Disclosure.

Actavis' news release announcing the completion of the Mergers is furnished as Exhibit 99.1 to this Form 8-K.

The information in the news release shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The audited consolidated balance sheets of Forest and its subsidiaries as of March 31, 2014 and March 31, 2013, and the related consolidated statements of operations, comprehensive income (loss), stockholders' equity, and cash flows for each of the years ended March 31, 2014, March 31, 2013 and March 31, 2012, the Notes to Consolidated Financial Statements and the Report of Independent Registered Public Accounting Firm are filed as Exhibit 99.4 to this Current Report on Form 8-K and are incorporated by reference herein.

The unaudited interim consolidated financial statements of Forest and its subsidiaries as of December 31, 2013 and March 31, 2013 and for the three months and nine months ended December 31, 2013 and December 31, 2012 and the consolidated financial statements of Aptalis Holdings, Inc. ("Aptalis") and its subsidiaries as of September 30, 2013 and 2012 and for the year ended September 30, 2013, and the unaudited interim consolidated balance sheets of Aptalis and its subsidiaries as of December 31, 2013 and December 31, 2012 and for the three months ended December 31, 2013 and December 31, 2012, were in each case previously included in the Current Report on Form 8-K filed by Actavis on March 25, 2014. Accordingly, no additional financial statements are required to be included herein.

(b) Pro Forma Financial Information

The pro forma financial information of Actavis that is required by this Item is substantially the same as the pro forma information that was included in the Current Report on Form 8-K filed by Actavis on June 10, 2014. Accordingly, no additional pro forma information of Actavis is required to be included herein.

(d) Exhibits: Exhibit No. Description 2.1 Merger Agreement, dated February 17, 2014, by and among Actavis plc, Forest Laboratories, Inc., Tango US Holdings Inc., Tango Merger Sub 1 LLC and Tango Merger Sub 2 LLC (incorporated by reference to Exhibit 2.1 of Actavis plc's February 17, 2014 Current Report on Form 8-K). 4.1 Second Supplemental Indenture, between Tango Merger Sub 2 LLC and Wells Fargo Bank, National Association, as trustee, dated July 1, 2014. 4.2 Second Supplemental Indenture, between Tango Merger Sub 2 LLC and Wells Fargo Bank, National Association, as trustee, dated July 1, 2014. 4.3 Second Supplemental Indenture, between Tango Merger Sub 2 LLC and Wells Fargo Bank, National Association, as trustee, dated July 1, 2014. 10



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Exhibit No. Description 4.4 Third Supplemental Indenture, among Actavis plc, Tango Merger Sub 2 LLC and Wells Fargo Bank, National Association, as trustee, dated July 1, 2014. 4.5 Third Supplemental Indenture, among Actavis plc, Tango Merger Sub 2 LLC and Wells Fargo Bank, National Association, as trustee, dated July 1, 2014. 4.6 Third Supplemental Indenture, among Actavis plc, Tango Merger Sub 2 LLC and Wells Fargo Bank, National Association, as trustee, dated July 1, 2014. 10.1 Second Amendment Agreement, by and among Actavis Capital S.À r.l., Actavis, Inc., Actavis plc, Bank of America, N.A., as Administrative Agent, and the lenders party thereto, dated as of June 30, 2014. 10.2 Second Amended and Restated Actavis Revolving Credit and Guaranty Agreement, by and among Actavis plc, Warner Chilcott Limited, Actavis Capital S.À r.l., Actavis, Inc., Actavis Funding SCS, the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, dated as of June 30, 2014. 10.3 Cash Bridge Credit and Guaranty Agreement, by and among Warner Chilcott Limited, Actavis Capital S.À r.l., Actavis, Inc., Actavis Funding SCS, the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, dated as of June 30, 2014. 10.4 Form of Deed of Indemnification, Actavis plc. 10.5 Form of Indemnification Agreement, Actavis W.C. Holding Inc. 10.6 Employment Agreement between Actavis, Inc. and Paul M. Bisano, dated June 30, 2014. 10.7 Employment Agreement between Actavis, Inc. and Brenton L. Saunders, dated June 30, 2014. 23.1 Consent of BDO USA, LLP. 99.1 Press Release issued by Actavis plc on July 1, 2014. 99.2 Press Release issued by Actavis plc on July 1, 2014. 99.3 Press release issued by Actavis plc on July 2, 2014. 99.4 Audited consolidated balance sheets of Forest Laboratories, Inc. as of March 31, 2014 and March 31, 2013, consolidated statements of operations and comprehensive income (loss) and statements of stockholders' equity of Forest Laboratories, Inc. for the years ended March 31, 2014, March 31, 2013 and March 31, 2012 and consolidated statements of cash flows of Forest Laboratories, Inc. for the years ended March 31, 2014, March 31, 2013 and March 31, 2012, together with the notes thereto, and Schedule II (incorporated by reference to the Annual Report on Form 10-K filed by Forest Laboratories, Inc. (SEC File No. 001-05438) on May 30, 2014).



FORWARD-LOOKING STATEMENTS

Statements contained in this communication that refer to Actavis' estimated or anticipated future results, including estimated synergies, or other non-historical facts are forward-looking statements that reflect Actavis' current perspective of existing trends and information as of the date of this communication. Forward looking statements generally will be accompanied by words such as "anticipate," "believe," "plan," "could," "should," "estimate," "expect," "forecast," "outlook," "guidance," "intend," "may," "might," "will," "possible," "potential," "predict," "project," or other similar words, phrases or expressions. Such forward-looking statements include, but are not limited to, statements about the benefits of the Forest acquisition, including future financial and operating results, and Actavis' plans, objectives, expectations and intentions. It is important to note that Actavis' goals and expectations are not predictions of actual performance. Actual results may differ materially from Actavis' current expectations depending upon a number of factors affecting Actavis' business and risks associated with acquisition transactions. These factors include, among others, the inherent uncertainty associated with financial projections; the ability to successfully integrate strategic transactions, including the Forest acquisition and the ability to recognize the anticipated synergies and benefits of the Forest acquisition; the failure of the proposed transaction to close for any other reason; the anticipated size of the markets and continued demand for Actavis' products, and the ability to successfully manage transitions to new products and markets; the impact of competitive products and pricing; access to available financing on a timely basis and on reasonable terms; the risks of fluctuations in foreign currency exchange rates; the risks and uncertainties normally incident to the pharmaceutical industry, including product liability claims and the availability of product liability insurance on reasonable terms; the difficulty of predicting the timing or outcome of pending or future litigation or government investigations; periodic dependence on a small number of products for a material source of net revenue or income; variability of trade buying patterns; changes in generally accepted accounting principles; risks that the carrying values of assets may be negatively impacted by future events and circumstances; the timing and success of product launches; the difficulty of predicting the timing or outcome of product development efforts and regulatory agency approvals or actions, if any; market acceptance of and continued demand for Actavis' products, including products acquired as part of the Forest acquisition; costs and efforts to defend or enforce intellectual property rights; difficulties or delays in manufacturing; the availability and pricing of third party sourced products

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and materials; successful compliance with governmental regulations applicable to Actavis' facilities, products and/or businesses; changes in the laws and regulations affecting, among other things, pricing and reimbursement of pharmaceutical products; changes in tax laws or interpretations that could increase Actavis' consolidated tax liabilities; the loss of key senior management or scientific staff; and such other risks and uncertainties detailed in Actavis' periodic public filings with the Securities and Exchange Commission, including but not limited to Actavis plc's Annual Report on Form 10-K for the year ended December 31, 2013, Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 and Current Report on Form 8-K filed on May 20, 2014 and from time to time in Actavis' other investor communications, and in Forest Laboratories, Inc.'s Annual Report on Form 10-K for the year ended March 31, 2014. Except as expressly required by law, Actavis disclaims any intent or obligation to update or revise these forward-looking statements.

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