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| CUSIP No. G6S41R101 |
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SCHEDULE 13D/A |
Explanatory Note
Pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, as amended, this Amendment No. 2
(“Amendment No. 2”) amends certain items of the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on September 5, 2023, as amended by the Amendment No. 1 filed
with the SEC on October 13, 2023 (as amended, the “Schedule 13D”) relating to the ordinary shares, nominal value $0.01 per share (as defined in the Schedule 13D, the “Ordinary Shares”), of RVL Pharmaceuticals
plc, an Irish public limited company (as defined in the Schedule 13D, the “Issuer”), which are beneficially owned by Athyrium Opportunities IV Acquisition 2 LP (“Acquisition Fund”), Athyrium Opportunities Associates
IV LP (“Associates IV LP”), Athyrium Opportunities Associates IV GP LLC (“Associates IV GP”), Athyrium Opportunities IV Co-Invest 2 LP
(“Co-Invest 2 LP”), Athyrium Opportunities Associates IV Co-Invest LLC (“Co-Invest LLC”),
Athyrium Funds GP Holdings LLC (“Funds GP Holdings”) and Jeffrey A. Ferrell (“Mr. Ferrell,” and collectively, the “Reporting Persons”). This Amendment No. 2 amends the
Schedule 13D on behalf of the Reporting Persons to furnish the information set forth herein. Except as set forth below, all Items of the Schedule 13D remain unchanged. All capitalized terms contained herein but not otherwise defined shall have the
meanings ascribed to such terms in the Schedule 13D.
Item 4. Purpose of Transaction
The following sections of Item 4 of the Schedule 13D are hereby amended and restated as follows, with the remainder of Item 4 unchanged:
Prepackaged Plan of Reorganization
As previously disclosed, on the Petition Date, the Debtors filed with the Bankruptcy Court a prepackaged chapter 11 plan of reorganization
(the “Original Plan”) and an associated disclosure statement (the “Disclosure Statement”). On November 13, 2023, the Debtors filed an amended joint prepackaged chapter 11 plan of RevitaLid Pharmaceutical
Corp. and its subsidiaries (the “Amended Plan”) with the Bankruptcy Court, which contained similar commercial terms as the Original Plan.
On November 20, 2023, the Bankruptcy Court entered the Findings of Fact, Conclusions of Law, and Order (I) Approving the
Debtors’ (A) Disclosure Statement Pursuant to Sections 1125 and 1126(b) of the Bankruptcy Code, (B) Solicitation and Voting procedures, and (C) Forms of Ballots, and (II) Confirming the Amended Joint Prepackaged Chapter 11 Plan
of Revitalid Pharmaceutical Corp. and its Subsidiaries (the “Confirmation Order”), which approved the Disclosure Statement and the Amended Plan.
In accordance with the Amended Plan, on November 22, 2023 (the “Effective Date“), funds managed by Athyrium exchanged
their outstanding debt into equity of a newly-created entity (“NewCo”) that indirectly holds 100% of the equity interests of RVL Pharmaceuticals, Inc., the direct parent of RVL Pharmacy, LLC. Funds managed by Athyrium received 97.5%
of the equity in NewCo, and holders of the SPA Rejection Unsecured Claims (as defined in and pursuant to the Amended Plan) received their pro rata share of the remaining 2.5% of the equity in NewCo, subject to dilution by the Management Incentive
Plan (as defined in the Amended Plan) and future investments.
RevitaLid Pharmaceutical Corp., previously the direct parent company of RVL
Pharmaceuticals, Inc, concurrently emerged from its Chapter 11 case on the Effective Date and will be wound down pursuant to the Amended Plan.
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