Table of Contents
`
`As filed with the Securities and Exchange Commission on May 9, 2018
`
`Registration No. 333-224702
`
`UNITED STATES
`SECURITIES AND EXCHANGE COMMISSION
`Washington, D.C. 20549
`
`AMENDMENT NO. 1
`to
`FORM S-1
`REGISTRATION STATEMENT
`UNDER
`THE SECURITIES ACT OF 1933
`
`
`AMNEAL PHARMACEUTICALS, INC.
`
`Delaware
`(State or other jurisdiction of
`incorporation or organization)
`
`Amneal Pharmaceuticals, Inc.
`400 Crossing Boulevard, 3rd Floor
`Bridgewater, New Jersey 08807
`Telephone: (908) 409-6700
`(Address, including zip code, and telephone number, including area
`code, of registrant’s principal executive offices)
`
`
`
`
`
`
`
`(Exact name of registrant as specified in its charter)
`
`2834
`(Primary Standard Industrial
`Classification Code Number)
`
`Bryan M. Reasons
`Amneal Pharmaceuticals, Inc.
`400 Crossing Boulevard, 3rd Floor
`Bridgewater, New Jersey 08807
`(908) 409-6700
`(Name, address, including zip code, and telephone number, including
`area code, of agent for service)
`
`
`
`
`
`
`
`32-0546926
`(I.R.S. Employer
`Identification Number)
`
`Copies to:
`Charles Ruck, Esq.
`R. Scott Shean, Esq.
`Wesley C. Holmes, Esq.
`Ryan K. deFord, Esq.
`Latham & Watkins LLP
`885 Third Avenue
`New York, New York 10022-4834
`(212) 906-1200
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`From time to time after the effective date of this Registration Statement.
`(Approximate date of commencement of proposed sale to public)
`If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
`If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier
`effective registration statement for the same offering. ☐
`If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration
`statement for the same offering. ☐
`If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration
`statement for the same offering. ☐
`Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large
`accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
`
`
`Large accelerated filer ☐
`
`Accelerated filer ☐
`
`
`
`
`If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to
`Section 7(a)(2)(B) of the Securities Act. ☐
`
`
`
`The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that
`this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities
`and Exchange Commission, acting pursuant to said Section 8(a), may determine.
`
`
`
`Non-accelerated filer ☒
`(Do not check if a
`smaller reporting company)
`
`Smaller reporting company ☐
`Emerging growth company ☐
`
`KASHIV1070
`Kashiv Pharma, LLC v. Purdue Pharma L.P., et al.
`IPR2018-00625; IPR2018-00717
`
`

`

`The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with
`the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy
`these securities in any jurisdiction where the offer or sale is not permitted.
`
`
`SUBJECT TO COMPLETION. DATED MAY 9, 2018.
`224,996,163 Shares
`
`Table of Contents
`
`
`
`
`
`Amneal Pharmaceuticals, Inc.
`Class A Common Stock
`
`
`
`This prospectus relates to the offer and sale from time to time by the selling stockholders identified in this prospectus of up to an aggregate of
`224,996,163 shares of Class A common stock, par value $0.01 per share, of Amneal Pharmaceuticals , Inc. Out of the 224,996,163 shares of Class A
`common stock that our selling stockholders may offer and sell, (i) 41,406,689 restricted shares of Class A common stock previously have been issued to
`certain of our stockholders, (ii) 12,328,767 shares of Class A common stock will result from the automatic conversion upon transfer of restricted shares of
`Class B-1 common stock that have previously been issued to certain of our stockholders and (iii) the remaining 171,260,707 shares of Class A common
`stock will be issued by us from time to time to Amneal Holdings, LLC, which is also a holder of outstanding Amneal Common Units (as defined herein),
`upon the redemptions by Amneal Holdings, LLC of an equivalent number of Amneal Common Units (and the surrender and cancellation of an equivalent
`number of shares of Class B common stock) held by Amneal Holdings, LLC. The availability of shares of Class A common stock described in clause (iii)
`above for offer and sale in this offering is subject to the redemption of Amneal Common Units pursuant to the LLC Agreement (each as defined herein).
`
`The shares of Class A common stock registered hereby may be offered and sold by our selling stockholders through one or more underwriters, broker-
`dealers or agents. If the shares of Class A common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for
`underwriting discounts or commissions or agent’s commissions. The shares of Class A common stock may be sold in one or more transactions at fixed
`prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. See “Plan of Distribution.”
`
`We are not selling any shares of Class A common stock under this prospectus, and we will not receive any of the proceeds from the offer and sale of
`shares of our Class A common stock by the selling stockholders.
`
`This prospectus describes the general manner in which shares of Class A common stock may be offered and sold by any selling stockholder. When
`the selling stockholders sell shares of Class A common stock under this prospectus, we may, if necessary and required by law, provide a prospectus
`supplement that will contain specific information about the terms of that offering. Any prospectus supplement may also add to, update, modify or replace
`information contained in this prospectus. We urge you to read carefully this prospectus, and any accompanying prospectus supplement before you make
`your investment decision.
`
`Our Class A common stock is listed on the New York Stock Exchange (“ NYSE ”) under the symbol “AMRX.” We have three classes of common
`stock: Class A common stock, Class B common stock and Class B-1 common stock. The rights (including voting rights) of Class A common stock and
`Class B common stock are identical, except that Class B common stock has no economic rights and the rights of Class A common stock and Class B-1
`common stock are identical, except that Class B-1 common stock has no voting rights (other than to elect the Class B-1 Director (as defined herein)). All of
`our Class B common stock is held by Amneal Holdings, LLC on a one-to-one basis with the number of Amneal Common Units it owns. See “Glossary” and
`“Prospectus Summary.”
`
`See
`“
`Risk
`Factors
`”
`on
`page
`11
`to
`read
`about
`factors
`you
`should
`consider
`before
`investing
`in
`our
`Class
`A
`common
`
`stock.
`
`Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed
`upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
`
`
`
`Amneal Holdings, LLC
`The date of this prospectus is , 2018.
`
`KASHIV1070
`Kashiv Pharma, LLC v. Purdue Pharma L.P., et al.
`IPR2018-00625; IPR2018-00717
`
`

`

`Table of Contents
`
`TABLE OF CONTENTS
`
`Prospectus
`
`
`GLOSSARY
`THE COMBINATION AND THE PIPE INVESTMENT
`MARKET AND INDUSTRY DATA
`NON-GAAP FINANCIAL MEASURES
`PROSPECTUS SUMMARY
`THE OFFERING
`SUMMARY HISTORICAL AND PRO FORMA CONSOLIDATED AND OTHER FINANCIAL DATA
`RISK FACTORS
`CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
`THE COMBINATION
`USE OF PROCEEDS
`PRICE RANGE OF CLASS A COMMON STOCK
`DIVIDEND POLICY
`SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF AMNEAL
`SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF IMPAX
`UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
`NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
`MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF AMNEAL
`MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF IMPAX
`BUSINESS
`MANAGEMENT
`EXECUTIVE COMPENSATION
`CERTAIN RELATED PARTIES AND RELATED PARTY TRANSACTIONS
`EXCHANGES OF AMNEAL COMMON UNITS FOR CLASS A COMMON STOCK
`PRINCIPAL AND SELLING STOCKHOLDERS
`DESCRIPTION OF CAPITAL STOCK
`SHARES ELIGIBLE FOR FUTURE SALE
`MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF CLASS A COMMON STOCK
`PLAN OF DISTRIBUTION
`LEGAL MATTERS
`EXPERTS
`WHERE YOU CAN FIND MORE INFORMATION
`INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
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`iii
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`v
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` vii
` viii
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`1
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`7
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`9
` 11
` 48
` 49
` 50
` 51
` 52
` 53
` 54
` 55
` 59
` 73
` 94
` 124
` 164
` 171
` 204
` 220
` 221
` 225
` 232
` 235
` 239
` 242
` 242
` 242
` F-1
`
`You should rely only on the information contained in this prospectus, any prospectus supplement or in any free writing prospectus we may authorize
`to be delivered or made available to you. We have not and the selling stockholders have not authorized anyone to provide you with different information.
`The selling stockholders are offering to sell, and seeking offers to buy, shares of our Class A common stock only in jurisdictions where offers and sales are
`permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus
`or any sale of shares of our Class A common stock.
`
`For investors outside the United States: We have not and the selling stockholders have not done anything that would permit this offering or possession
`or distribution of this prospectus in any jurisdiction where action for
`
`
`i
`
`KASHIV1070
`Kashiv Pharma, LLC v. Purdue Pharma L.P., et al.
`IPR2018-00625; IPR2018-00717
`
`

`

`Table of Contents
`
`that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform
`themselves about, and observe any restrictions relating to, the offering of the shares of Class A common stock and the distribution of this prospectus outside
`the United States.
`
`This prospectus is a part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission (the “ SEC ”) using a
`“shelf” registration or continuous offering process. Under this shelf process, the selling stockholders may from time to time sell the shares of Class A
`common stock covered by this prospectus. Additionally, under the shelf process, in certain circumstances, we may provide a prospectus supplement that
`will contain certain specific information about the terms of a particular offering by one or more of the selling stockholders. We may also provide a
`prospectus supplement to add information to, or update or change information contained in this prospectus. You should read this prospectus before deciding
`to invest in shares of our Class A common stock. You may obtain this information without charge by following the instructions under “Where You Can
`Find More Information” appearing elsewhere in this prospectus.
`
`Until , 2018, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a
`prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or
`subscriptions.
`
`
`ii
`
`KASHIV1070
`Kashiv Pharma, LLC v. Purdue Pharma L.P., et al.
`IPR2018-00625; IPR2018-00717
`
`

`

`Table of Contents
`
`GLOSSARY
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`•
`•
`•
`•
`•
`•
`
`•
`•
`
`•
`•
`•
`•
`
`As used in this prospectus, unless the context otherwise requires:
` “ Amneal ” refers to Amneal Pharmaceuticals LLC, a Delaware limited liability company.
`•
` “ Amneal Board ” refers to Amneal’s board of managers.
`•
` “ Amneal Common Units ” refers to the common units of Amneal.
`•
` “ Amneal Holdings ” refers to Amneal Holdings, LLC, a Delaware limited liability company and the ultimate parent of Amneal.
`•
` “ BCA ” refers to the Business Combination Agreement, dated as of October 17, 2017, among Impax, Amneal, Holdco and Merger Sub, as
`•
`amended on November 21, 2017 and December 16, 2017.
` “ Closing ” refers to the closing of the Combination.
` “ Closing Date ” refers to May 4, 2018, the date on which the Closing occurred.
` “ Company ” refers to New Amneal, unless the context requires otherwise.
` “ Combination ” refers to the transactions contemplated by the BCA.
` “ dollars ” or “ $ ” refers to U.S. dollars.
` “ Existing Amneal Members ” refers to Amneal Pharmaceuticals Holding Company, LLC, AP Class D Member, LLC, AP Class E Member,
`LLC and AH PPU Management, LLC, each a Delaware limited liability company.
` “ GAAP ” refers to the generally accepted accounting principles in the United States.
` “ Holdco ” refers to Atlas Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Impax, which was renamed Amneal
`Pharmaceuticals, Inc. upon the Closing.
` “ holder ” refers to each holder of New Amneal Shares.
` “ Impax ” refers to Impax Laboratories, Inc., a Delaware corporation.
` “ Impax Board ” refers to Impax’s board of directors.
` “ Impax Merger ” means the merger of Merger Sub with and into Impax, with Impax continuing as the surviving corporation, pursuant to the
`BCA.
` “ Impax Shares ” refers to outstanding shares of common stock of Impax, par value $0.01 each.
` “ Impax Stockholders ” refers to the holders of Impax Shares.
` “ Merger Sub ” refers to K2 Merger Sub Corporation, a Delaware limited liability company and a direct wholly owned subsidiary of Holdco
`and prior to the Closing an indirect wholly owned subsidiary of Impax.
` “ New Amneal ,” “ our ” “ we ” or “ us ” refers refers to Holdco after its re-registration as a public company and renaming as Amneal
`Pharmaceuticals, Inc. pursuant to the BCA upon the Closing.
` “ New Amneal Board ” refers to New Amneal’s board of directors.
` “ New Amneal Charter ” refers to the amended and restated certificate of incorporation of New Amneal.
` “ New Amneal Shares ” refers collectively to shares of Class A common stock, shares of Class B common stock and shares of Class B-1
`common stock.
`
`•
`•
`•
`
`•
`
`•
`•
`•
`
`iii
`
`KASHIV1070
`Kashiv Pharma, LLC v. Purdue Pharma L.P., et al.
`IPR2018-00625; IPR2018-00717
`
`

`

`Table of Contents
`
`•
`
`•
`
` “ selling stockholders ” refers to the existing stockholders who may offer or sell shares of Class A common stock pursuant to this prospectus,
`as identified in “Selling Stockholders,” comprised of (i) the PIPE Investors (including certain of the PIPE Investors currently holding restricted
`shares of Class B-1 common stock will be automatically be converted into shares of Class A common stock upon the transfer thereof) and
`(ii) Amneal Holdings, which prior to the consummation of any offering or sale will exchange its Amneal Common Units for shares of Class A
`common stock as described in the “Prospectus Summary—Offering.”
` “ Stockholders Agreement ” refers to the Second Amended and Restated Stockholders Agreement, dated December 16, 2017, by and among
`Holdco and the Existing Amneal Members.
`
`iv
`
`
`
`
`
`
`
`KASHIV1070
`Kashiv Pharma, LLC v. Purdue Pharma L.P., et al.
`IPR2018-00625; IPR2018-00717
`
`

`

`Table of Contents
`
`THE COMBINATION AND THE PIPE INVESTMENT
`
`On May 4, 2018, pursuant to the BCA, among other things: (i) the Impax Merger was effected; (ii) each Impax Share outstanding immediately prior
`to the Impax Merger Effective Time (other than than shares owned or held by Impax in treasury, by Amneal or by any of their respective subsidiaries (“
`Cancelled Shares ”)), was converted into the right to receive one share of Class A common stock; (iii) Impax converted to a Delaware limited liability
`company named Impax Laboratories, LLC; (iv) Holdco contributed all of the equity interests of Impax to Amneal in exchange for certain equity interests of
`Amneal; (v) New Amneal issued shares of Class B common stock to the Existing Amneal Members, which subsequently assigned and transferred such
`shares to Amneal Holdings; and (vi) New Amneal became the managing member of Amneal.
`
`Immediately following the Closing: (i) (A) Amneal Holdings held 100% of the Class B common stock, which represented approximately 75% of the
`voting power of the outstanding New Amneal Shares, and (B) Impax Stockholders immediately prior to the Closing held 100% of the Class A common
`stock, which represented approximately 25% of the voting power of the New Amneal Shares; (ii) (A) Amneal Holdings held approximately 75% of the
`Amneal Common Units and (B) Impax Stockholders indirectly, through their ownership in New Amneal, held approximately 25% of the Amneal Common
`Units; and (iii) the Amneal Common Units were exchangeable on a one-to-one basis for Class A common stock or Class B-1 common stock. The rights
`(including voting rights) of Class A common stock and Class B common stock are identical, except that Class B common stock has no economic rights and
`the rights of Class A common stock and Class B-1 common stock are identical, except that Class B-1 common stock has no voting rights (other than to elect
`the Class B-1 Director (as defined herein).
`
`Following the Closing and the closing of the investment by certain institutional investors including TPG Improv Holdings, L.P. (“ TPG ”) and funds
`affiliated with Fidelity Management & Research Company (the “ PIPE Investment ”), Amneal Holdings held approximately 60% of the voting power of
`the outstanding New Amneal Shares, and the PIPE Investors held approximately 16% of the voting power of the outstanding New Amneal Shares.
`
`In connection with the Combination and the PIPE Investment, Amneal Holdings, LLC entered into a definitive purchase agreement (the “ PIPE
`Purchase Agreement ”) with select institutional investors, including TPG and funds affiliated with Fidelity (the “ PIPE Investors ”). Pursuant to the PIPE
`Purchase Agreement, upon the Closing of the Combination, Amneal Holdings, LLC exercised its right to cause Amneal to redeem certain of the Amneal
`Common Units (the “ Redeemed Units ”) held by such members pursuant to the LLC Agreement. In connection with such redemption, Amneal Holdings,
`LLC received shares of Class A common stock or shares of Class B-1 common stock in exchange for such Redeemed Units, in each case pursuant to the
`LLC Agreement (such redemption and issuance of Class A common stock and Class B-1 common stock to Amneal Holdings, the “ Redemption ”).
`Following the Redemption, Amneal Holdings sold such shares of Class A common stock and Class B-1 common stock to the PIPE Investors at a per share
`purchase price of $18.25 for gross proceeds of approximately $855,000,000. Following the PIPE Investment, the PIPE Investors own collectively
`approximately 16% of the New Amneal Shares on a fully diluted and as converted basis, with TPG owning all outstanding shares of Class B-1 common
`stock.
`
`In connection with the Combination and in furtherance of the PIPE Investment, TPG, Amneal Holdings and Holdco entered into a side letter (the “
`PIPE Side Letter ”) providing for certain rights and obligations of each in connection with the PIPE Investment. Pursuant to the PIPE Side Letter, TPG has
`customary registration rights with respect to the New Amneal Shares owned by it. The PIPE Side Letter also provides TPG the right to designate a board
`observer with respect to the New Amneal Board, as well as the right, subject to certain ownership thresholds discussed herein, to designate a director for
`appointment to the New Amneal Board.
`
`On May 4, 2018, Amneal Holdings caused Amneal to redeem (the “Closing Date Redemption”) (in accordance with the terms of the LLC Agreement)
`6,886,140 of the Amneal Common Units i s sued to th e Existing Amneal Members (and subsequently assigned and transferred to Amneal Holdings) in
`connection with
`
`
`v
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`KASHIV1070
`Kashiv Pharma, LLC v. Purdue Pharma L.P., et al.
`IPR2018-00625; IPR2018-00717
`
`

`

`Table of Contents
`
`the Combination for a like number of shares of Class A common stock covered by this prospectus, and intends to distribute such shares to certain direct and
`indirect members of Amneal Holdings who were or are employees of Amneal and to whom were previously issued (prior to the Closing) profit participa
`tion units in Amneal .
`
`After giving effect to the Combination, the PIPE investment and the Closing Date Redemption, as of May 4, 2018, the holders of our Class A
`(including Amneal Holdings, to the extent of the Class A shares received in the Closing Date Redemption) and Class B-1 common stock hold 100% of the
`economic interests in us and approximately 43% of the voting power in us, and Amneal Holdings, through its ownership of all of the outstanding Class B
`common stock, holds no economic interest in us and the remaining approximately 57% of the voting power in us. We are a holding company, and following
`the Combination and the PIPE Investment, our principal assets are the Amneal Common Units, representing an aggregate approximately 43% economic
`interest in Amneal. The remaining approximately 57% economic interest in Amneal is owned by Amneal Holdings through its ownership of Amneal
`Common Units. We are the sole managing member of Amneal and, although we have a minority economic interest in Amneal, we have the sole voting
`power in, and control the management of, Amneal. Accordingly, we expect to consolidate the financial results of Amneal and report a non-controlling
`interest in our consolidated financial statements.
`
`
`vi
`
`KASHIV1070
`Kashiv Pharma, LLC v. Purdue Pharma L.P., et al.
`IPR2018-00625; IPR2018-00717
`
`

`

`Table of Contents
`
`MARKET AND INDUSTRY DATA
`
`Unless otherwise indicated, information contained in this prospectus concerning our industry and the markets in which we operate is based on
`information from independent industry and research organizations, other third-party sources (including industry publications, surveys and forecasts, as well
`as market analyses and reports), and management estimates. Management estimates are derived from publicly available information released by
`independent industry analysts and third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing
`such data and our knowledge of such industry and markets which we believe to be reasonable. Although we believe the data from these third-party sources
`is reliable, we have not independently verified any third-party information. In addition, projections, assumptions and estimates of the future performance of
`the industry in which we operate and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those
`described in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially
`from those expressed in the estimates made by the independent parties and by us.
`
`
`vii
`
`KASHIV1070
`Kashiv Pharma, LLC v. Purdue Pharma L.P., et al.
`IPR2018-00625; IPR2018-00717
`
`

`

`Table of Contents
`
`NON-GAAP FINANCIAL MEASURES
`
`EBITDA, or earnings before interest, taxes, depreciation and amortization, and adjusted EBITDA are used and provided by Amneal as non-GAAP
`financial measures. Adjusted EBITDA is intended to provide additional information on Amneal’s performance, operations and profitability. Adjustments to
`Amneal’s GAAP figures as well as adjusted EBITDA exclude interest expense, loss on extinguishment and modification of debt, income tax provision,
`depreciation and amortization, optimization expense, pro-forma royalty expense, loss on specified international entities, loss on sale of certain international
`businesses, acquisition and transaction related costs, foreign exchange gain, severance and non-controlling interest, legal contract settlement, member units
`purchase. Certain other special items or substantive events may also be included in the non-GAAP adjustments periodically when their magnitude is
`significant within the periods incurred. Amneal maintains an established non-GAAP cost policy that guides the determination of what costs will be excluded
`in non-GAAP measures. Amneal believes that these non-GAAP financial measures, when considered together with the GAAP figures, can enhance an
`overall understanding of Amneal’s financial and operating performance. The non-GAAP financial measures are included with the intent of providing
`investors with a more complete understanding of Amneal’s historical financial results and trends and to facilitate comparisons between periods and with
`respect to projected information. In addition, these non-GAAP financial measures are among the indicators Amneal’s management uses for planning and
`forecasting purposes and measuring Amneal’s performance. These non-GAAP financial measures should be considered in addition to, and not as a
`substitute for, or superior to, financial measures calculated in accordance with GAAP. The non-GAAP financial measures used by Amneal may be
`calculated differently from, and therefore may not be comparable to, non-GAAP financial measures used by other companies.
`
`
`viii
`
`KASHIV1070
`Kashiv Pharma, LLC v. Purdue Pharma L.P., et al.
`IPR2018-00625; IPR2018-00717
`
`

`

`Table of Contents
`
`PROSPECTUS SUMMARY
`
`This
`summary
`highlights
`information
`contained
`elsewhere
`in
`this
`prospectus
`and
`does
`not
`contain
`all
`of
`the
`information
`that
`you
`should
`consider
`in
`making
`your
`investment
`decision.
`Before
`investing
`in
`our
`common
`stock,
`you
`should
`carefully
`read
`this
`entire
`prospectus,
`including
`our
`financial
`statements
`and
`the
`related
`notes
`included
`elsewhere
`in
`this
`prospectus.
`You
`should
`also
`consider,
`among
`other
`things,
`the
`matters
`described
`under
`“Risk
`Factors”
`and
`“Management’s
`Discussion
`and
`Analysis
`of
`Financial
`Condition
`and
`Results
`of
`Operations,”
`in
`each
`case
`appearing
`elsewhere
`in
`this
`prospectus
`.
`
`Business
`We are a specialty pharmaceutical company specializing in developing, manufacturing, marketing and distributing high-value generic
`pharmaceutical products across a broad array of dosage forms and therapeutic areas, as well as the development, manufacture and sale of branded
`products. We were formed from the combination of Amneal and Impax pursuant to the Combination. Prior to the consummation of the Combination,
`Amneal and Impax operated separately as independent companies.
`
`Amneal is a generic pharmaceutical company specializing in developing, manufacturing, marketing and distributing high-value generic
`pharmaceutical products across a broad array of dosage forms and therapeutic areas. Amneal currently markets over 125 product families in the United
`States and its marketed and pipeline generics portfolios cover an extensive range of dosage forms and delivery systems, including both immediate and
`extended release oral solids such as tablets, capsules and powders, liquids, sterile injectables, nasal sprays, inhalation and respiratory products,
`ophthalmics (which are sterile pharmaceutical preparations administered for ocular conditions), films, transdermal patches and topicals (which are
`creams or gels designed to administer pharmaceuticals locally through the skin). Amneal focuses on developing products with substantial
`barriers-to-entry as a result of complex drug formulations or manufacturing, legal and/or regulatory challenges. Focusing on these opportunities allows
`Amneal to offer first-to-file (“ FTF ”), first-to-market (“ FTM ”) and other “high-value” products, which Amneal defines as products with zero to
`three generic competitors at time of launch. These products generally have limited competition at launch, tend to be more profitable and often have
`longer life cycles than other generic pharmaceuticals. As of December 31, 2017, Amneal had 156 products approved but not yet launched or pending
`Food and Drug Administration (“ FDA ”) approval and another 123 products in various stages of clinical development. Over 58% of Amneal’s total
`generic pipeline consists of potential FTF, FTM and high-value products. Amneal has an integrated, team-based approach to product development that
`combines its formulation, regulatory, legal, manufacturing and commercial capabilities.
`
`Amneal was founded in 2002 by Chintu and Chirag Patel and is a limited liability company organized under the laws of Delaware. Since
`Amneal’s founding, Amneal has invested heavily in R&D and infrastructure in order to fuel future growth. As a result of these investments, as well as
`a continued focus on quality and customer service, Amneal has developed what it believes to be one of the largest generic product pipelines in the
`United States, as well as comprehensive development and manufacturing expertise and capability across all major dosage forms. This allows Amneal a
`greater degree of profitability, control over quality and agility in the face of changing market dynamics. Amneal has also developed vertically
`integrated Active Pharmaceutical Ingredient (“ API ”) manufacturing capabilities, which it utilizes on a selective, product-by-product basis based on
`API scarcity or as alternate supply for strategically critical products. As of December 31, 2017, Amneal had launched 34 products in 2017, compared
`to 18 and 14 for the full years ended December 31, 2016 and 2015, respectively.
`
`For the year ended December 31, 2017, Amneal had net revenue of $1,033.7 million, net income of $169.3 million and adjusted EBITDA of
`$336.1 million. Amneal’s investment in growth initiatives and ability to successfully launch new products has resulted in a compound annual revenue
`growth rate of 10%, and an adjusted EBITDA compound annual growth rate of 9% over the last three years. Net income had a compound
`
`
`
`1
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`KASHIV1070
`Kashiv Pharma, LLC v. Purdue Pharma L.P., et al.
`IPR2018-00625; IPR2018-00717
`
`

`

`Table of Contents
`
`annual decline of 2% over the last three years. Amneal plans to strengthen its competitive position as a leading generic pharmaceutical company by
`continuing to focus on developing and commercializing high-value products.
`
`Impax is a specialty pharmaceutical company applying formulation and development expertise, as well as its drug delivery technology, to the
`development, manufacture and marketing of generic pharmaceutical products, in addition to the development, manufacture and marketing of branded
`products. Impax operates in two segments, referred to as “Impax Generics” and “Impax Specialty Pharma.” Impax Generics concentrates its efforts on
`generic products, which are the pharmaceutical and therapeutic equivalents of brand-name drug products and are usually marketed under their
`established nonproprietary drug names rather than by a brand name. Impax Specialty Pharma utilizes its specialty sales force to market proprietary
`branded pharmaceutical products for the treatment of central nervous system (“ CNS ”) disorders and other select specialty segments.
`
`Recent Developments
`The following table presents selected preliminary unaudited financial results as of, and for, the three months ended March 31, 2018 for Amneal,
`Impax and the combined Company (Amneal and Impax). Our consolidated financial statements as of, and for, the three months ended March 31, 2018,
`are not yet available. We have the preliminary results described below primarily because our financial closing procedures for the three months ended
`March 31, 2018, are not yet complete and, as a result, our final results upon complet