UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 1020, 2015

PAR PHARMACEUTICAL COMPANIES, INC.

(Exact name of registrant as specified in its charter)

Delaware		1-10827		22-312218
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. ~~EmployerIdentification~~Employer Identification No.)


300 Tice Boulevard, Woodcliff Lake, NJ		07677
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (201) 802-4000

Former name or former address, if changed since last report: N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 21.0201. ~~Results~~Entry ofinto ~~Operations~~Material ~~and~~Definitive ~~Financial Condition~~Agreements.

~~This~~On ~~Current~~February 20, ~~Report~~2015, onPar Pharmaceutical ~~Form~~Companies, ~~8-K~~Inc. (~~this “Form~~the ~~8-K~~“Company”) isentered ~~being~~into ~~furnished~~Amendment toNo. 5 ~~disclose~~(“Amendment ~~certain~~No. 5”) ~~information~~among (the ~~“Selected~~Company, ~~Information~~the lenders party thereto, and Bank of America, N.A. (“BANA”), ~~including~~as ~~certain~~administrative ~~estimated~~agent, ~~results~~which amends the Exiting Credit Agreement dated as of ~~operations~~September 28, ~~that~~2012, as amended by Amendment No. 1, dated as of February 6, 2013, Amendment No. 2, dated as of February 20, 2013, Amendment No. 3, dated as of February 28, 2013, and Amendment No. 4, dated as of February 20, 2014, among the Company, its subsidiary, Par Pharmaceutical ~~Companies~~, Inc. (the “Co-Borrower” and, together with the Company, the “Borrowers”), ~~will~~Sky ~~furnish~~Growth Intermediate Holdings II Corporation (“Holdings”), certain subsidiaries of the Company party thereto, BANA, as administrative agent, swing line lender and L/C issuer, each lender from time to ~~prospective~~time ~~debt~~party ~~financing~~thereto, ~~sources~~and inthe ~~connection~~other ~~with~~parties afrom time ~~potential~~to ~~$425~~time ~~million~~party ~~incremental~~thereto ~~term~~(the ~~loan~~“Existing ~~financing~~Credit Agreement”, and as amended, supplemented or otherwise modified by Amendment No. 5, the “Amended Credit Agreement”).

~~Item~~On 7February 25, 2015, the Company entered into Amendment No.01 6 (“Amendment No. 6”, ~~Regulation~~and FDtogether ~~Disclosure~~with Amendment No. 5, the “Amendments”) among the Borrowers, Holdings, certain subsidiaries of the Company party thereto, BANA, as administrative agent and incremental term lender (the “Amended Credit Agreement”, and as amended, supplemented or otherwise modified by Amendment No. 6, the “Credit Agreement”).

~~The~~Amendment ~~disclosure~~No. 5, inwhich ~~Item~~was effective as of February ~~2.02~~25, ~~above~~2015, isincreased ~~hereby~~the ~~incorporated~~first lien net leverage levels included in the financial maintenance covenant, which covenant only applies to the extent there are revolving loans, swingline loans or letters of credit (excluding undrawn byletters ~~reference~~of ~~into~~credit ~~this~~to ~~Item 7~~the extent cash collateralized) outstanding.~~01.~~

~~The~~Amendment ~~information~~No. 6 ~~contained~~authorized inthe ~~Item 2.02~~funding ~~and~~of ~~Item 7.01~~a new tranche of ~~this~~term loans ~~Form~~(the 8“Term B-K,3 ~~including~~Loans”) ~~the exhibit~~in ~~hereto,~~an isaggregate ~~furnished~~principal ~~pursuant~~amount toof ~~Item 2~~$425 million.02 ~~and~~The ~~Item 7.01~~terms of ~~Form~~Term 8B-K3 ~~and~~Loans ~~shall~~are ~~not~~substantially inthe ~~either~~same ~~case~~as bethe ~~deemed~~terms ~~“filed”~~of ~~for~~the ~~purposes~~existing ofTerm ~~Section 18~~B-2 ofLoans, except that (1) the ~~Securities~~interest ~~Exchange~~rate ~~Act~~margins ofapplicable ~~1934~~to Term B-3 Loans are 3.25% for LIBOR and 2.25% for base rate, asa ~~amended~~25 (basis point increase compared to the ~~“Exchange Act”~~Term B-2 Loans and (2), the orTerm ~~otherwise~~B-3 Loans are subject to ~~liability~~a ~~under~~soft ~~that~~call ~~Section~~provision ~~and~~applicable ~~shall~~to ~~not~~the beoptional ~~deemed~~prepayment ~~incorporated~~of bythe ~~reference~~loans ~~into~~which requires ~~any~~a ~~filing~~premium byequal ~~the~~to ~~Company~~1.00% ~~under~~of the ~~Securities~~aggregate ~~Act~~principal amount of ~~1933,~~the asloans ~~amended~~being prepaid if, on or prior to August 25, 2015, the ~~Exchange~~Company ~~Act~~enters into certain repricing transactions. Additionally, ~~regardless~~all ofvoluntary ~~any~~and ~~general~~mandatory prepayments of ~~incorporation~~outstanding ~~language~~term inloans ~~such~~must ~~filing~~be made pro rata among the Term B-3 Loans and the Term B-2 Loans.

~~The~~Borrowings ~~Selected~~under ~~Information,~~the ~~contained~~Term ~~in Exhibit 99.1 to this Form 8~~B-K,3 isLoans ~~summary information that~~were isused ~~intended~~ to bepay ~~considered~~a ~~in the context of the Company’s Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise, from time to time~~$494.3 ~~The Company~~million ~~undertakes~~cash nodividend ~~duty or obligation~~ to ~~publicly~~stockholders ~~update~~of ~~or revise~~ the ~~information~~indirect ~~contained~~parent ~~in Exhibit 99.1, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing~~ of ~~other~~ ~~reports or documents with~~ the ~~SEC, through press releases or through other public disclosure. By furnishing the information in Item 7.01, Item 2.02 and in Exhibit 99.1, the~~ Company ~~makes no admission as to the materiality of any information contained herein or therein~~.

The ~~Selected~~foregoing ~~Information~~summary ~~includes forward-looking statements. These forward-looking statements generally can be identified by the use~~ of words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,” “goal,” “project,” and other words of similar meaning. These forward-looking statements address various matters including our estimate of financial results for the ~~fiscal year ended December 31, 2014, including select pro~~Amendments ~~forma~~does ~~financial~~not ~~results~~purport ~~based~~to onbe ~~our~~complete ~~estimate~~and ~~of financial results for the fiscal year ended December 31, 2014. Each forward-looking statement~~ is subject to, ~~risks~~ and ~~uncertainties~~qualified ~~that~~in ~~could~~its ~~cause~~entirety ~~actual results to differ materially from those expressed or implied~~ by ~~such statement. Applicable risks and uncertainties include~~, ~~among others, finalizing~~ the ~~financial~~full ~~statements~~text ~~and completing the audits~~ of ~~the~~each ~~Company for the fiscal year ended December 31~~Amendment, ~~2014,~~which and the risks identified under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2013, and filed with the SEC, as well as the other information we file with the SEC. We caution investors, potential investors, and others not to place considerable reliance on the forward-looking statements contained in the Selected Information. You are ~~encouraged~~attached tohereto ~~read our filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The forward-looking statements speak only~~ as ofExhibits ~~the date of this document, and we undertake no obligation to update or revise any of these statements~~10.1 ~~Our~~through ~~business is subject to substantial risks and uncertainties, including those referenced above~~10.2 ~~Investors, potential investors,~~ and ~~others~~are ~~should~~incorporated ~~give~~herein ~~careful~~by ~~consideration to these risks and uncertainties~~reference.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The disclosure in Item 1.01 above is hereby incorporated by reference into this Item 2.03.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

99.1 Selected Information of Par Pharmaceutical Companies, Inc. provided to Prospective Debt Financing Sources, dated February 10, 2015.


10.1		Amendment No. 5 to the Credit Agreement among the Company, the lenders party thereto, and Bank of America, N.A. (“BANA”), as administrative agent, which amends the Existing Credit Agreement dated as of September 28, 2012, as amended by Amendment No. 1, dated as of February 6, 2013, Amendment No. 2, dated as of February 20, 2013, Amendment No. 3, dated as of February 28, 2013, and Amendment No. 4, dated as of February 20, 2014, among the Company, its subsidiary, Par Pharmaceutical, Inc. (the “Co-Borrower” and, together with the Company, the “Borrowers”), Sky Growth Intermediate Holdings II Corporation (“Holdings”), certain subsidiaries of the Company party thereto, BANA, as administrative agent, swing line lender and L/C issuer, each lender from time to time party thereto, and the other parties from time to time party thereto (the “Existing Credit Agreement”, and as amended, supplemented or otherwise modified by Amendment No. 5, the “Amended Credit Agreement”).

10.2		Amendment No. 6 to the Credit Agreement among the Borrowers, Holdings, certain subsidiaries of the Company party thereto, BANA, as administrative agent and BANA, Goldman Sachs Bank USA and Deutsche Bank Securities Inc., as lead arrangers, which amends the Amended Credit Agreement.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PAR PHARMACEUTICAL COMPANIES, INC.
By:	/s/ Paul V. Campanelli
~~Name:~~	~~Paul V. Campanelli~~Name:	Paul V. Campanelli
~~Title:~~	~~Chief Executive Officer~~Title:	Chief Executive Officer
~~Date:~~	~~February 10, 2015~~Date:	February 25, 2015

EXHIBIT INDEX

ExhibitNo.		Description
99.1		Selected Information of Par Pharmaceutical Companies, Inc. provided to Prospective Debt Financing Sources, dated February 10, 2015.
10.1		Amendment No. 5 to the Credit Agreement among the Company, the lenders party thereto, and Bank of America, N.A. (“BANA”), as administrative agent, which amends the Existing Credit Agreement dated as of September 28, 2012, as amended by Amendment No. 1, dated as of February 6, 2013, Amendment No. 2, dated as of February 20, 2013, Amendment No. 3, dated as of February 28, 2013, and Amendment No. 4, dated as of February 20, 2014, among the Company, its subsidiary, Par Pharmaceutical, Inc. (the “Co-Borrower” and, together with the Company, the “Borrowers”), Sky Growth Intermediate Holdings II Corporation (“Holdings”), certain subsidiaries of the Company party thereto, BANA, as administrative agent, swing line lender and L/C issuer, each lender from time to time party thereto, and the other parties from time to time party thereto (the “Existing Credit Agreement”, and as amended, supplemented or otherwise modified by Amendment No. 5, the “Amended Credit Agreement”).
10.2		Amendment No. 6 to the Credit Agreement among the Borrowers, Holdings, certain subsidiaries of the Company party thereto, BANA, as administrative agent and BANA, Goldman Sachs Bank USA and Deutsche Bank Securities Inc., as lead arrangers, which amends the Amended Credit Agreement.

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