Item 1.03 Bankruptcy or Receivership
As previously disclosed, on May 20, 2020, Akorn, Inc. (the "Company") and its
U.S. direct and indirect subsidiaries (together with the Company, the "Company
Parties") filed voluntary cases under chapter 11 (the "Chapter 11 Cases") of
title 11 of the United States Code (the "Bankruptcy Code") in the United States
Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"). On June
30, 2020, the Company Parties filed the Modified Joint Chapter 11 Plan of Akorn,
Inc. and Its Debtor Affiliates (as amended, supplemented, or otherwise modified
from time to time, the "Plan") and the Bankruptcy Court confirmed the Plan on
September 4, 2020.
The Company Parties entered into an asset purchase agreement (the "Stalking
Horse APA"), dated as of May 20, 2020, with certain of the Company's existing
lenders (collectively, the "Buyer"), pursuant to which the Buyer agreed to
purchase, subject to the terms and conditions contained therein, substantially
all of the assets of the Company Parties (the "Sale"). The Stalking Horse APA,
subject to an auction to solicit higher or otherwise better bids, was approved
by the Bankruptcy Court on June 15, 2020. The Bankruptcy Court also approved the
Buyer as the "stalking horse" bidder. Pursuant to the Stalking Horse APA, if the
Company Parties received any bids that were higher or otherwise better, the
Company Parties would have conducted an auction. No qualified and actionable
bids were received by the deadline and, as a result, the auction was cancelled.
On September 2, 2020, the Bankruptcy Court approved the Sale pursuant to Section
363 of the Bankruptcy Code. On October 1, 2020, the Company Parties consummated
the Sale, thereby completing the disposition of substantially all of the Company
Parties' assets.
Under the terms of the Stalking Horse APA, the Buyer acquired substantially all
of the assets of the Company Parties for aggregate consideration comprising (i)
the assumption of certain liabilities, (ii) the credit bid of 100% of the
lenders' pre-petition claims under the Company's term loan agreement, which
amount was satisfied by discharging all of such lenders' pre-petition claims
pursuant to section 363(k) of the Bankruptcy Code, and (iii) an amount in cash
equal to the amount set forth in the "Wind-Down Budget" included as an exhibit
to the Stalking Horse APA.
Following the consummation of the Sale, on October 1, 2020 (the "Effective
Date"), the Company Parties filed a Notice of Effective Date with Bankruptcy
Court and the Plan became effective in accordance with its terms. All of the
shares of common stock of the Company outstanding immediately prior to the
Effective Date, were cancelled and discharged and are of no force and effect.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth under Items 1.03 of this Current Report on Form 8-K is
incorporated herein by reference.
Item 3.03 Material Modification to the Rights of Security Holders.
The information set forth under Items 1.03 of this Current Report on Form 8-K is
incorporated herein by reference.
Item 5.01 Changes in Control of Registrant.
The information set forth under Items 1.03 of this Current Report on Form 8-K is
incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
As of the Effective Date, pursuant to the Plan, the existing board of directors
of the Company dissolved without any further action required on the part of the
Company Parties.
Item 8.01 Other Events
Deregistration of Securities
In conjunction with its emergence from bankruptcy, the Company intends to file
post-effective amendments to each of its Registration Statements on Form S-8 and
promptly file a Form 15 with the Securities and Exchange Commission (the "SEC")
to deregister its securities under Section 12(g) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and suspend the Company's reporting
obligations under Sections 13(a) and 15(d) of the Exchange Act. Upon the filing
of the Form 15, the Company's obligation to file periodic and current reports
with the SEC, including Forms 10-K, 10-Q and 8-K, will be immediately suspended.
Press Release
On October 1, 2020, the Company issued a press release announcing the completion
of the Sale, its emergence from the restructuring process and successful
consummation of the Plan. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated by reference into this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed with this report:
Exhibit Number Description
99.1 Press Release dated October 1, 2020.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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AKORN, INC. 
