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): October 25, 2016

~~RAPTOR~~HORIZON PHARMACEUTICAL ~~CORP.~~LLC

(Exact name of registrant as specified in its charter)

Delaware

000-25571

86-0883978

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

7 Hamilton Landing, Suite 100

Novato, CA 94949

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (415) 408-6200

RAPTOR PHARMACEUTICAL CORP.

(Former name or former address, if changed since last report)

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))

Introductory Note

As previously disclosed in the Current Report on Form 8-K filed by Raptor Pharmaceutical Corp., a Delaware corporation (“Raptor”), with the United States Securities and Exchange Commission ~~(the “SEC”)~~ on ~~September~~October 1225, 2016, Raptor entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 12, 2016, with Horizon Pharma plc, a public limited company organized under the laws of Ireland (“Parent”), and Misneach Corporation, a Delaware corporation and an indirect ~~wholly~~ wholly owned subsidiary of Parent (“Purchaser”). Pursuant to the Merger ~~Sub~~Agreement and in accordance with Section 251(h) of the Delaware General Corporation Law (the “DGCL”), Purchaser merged with and into Raptor (the “Merger”), with Raptor continuing as the surviving corporation and becoming an indirect wholly owned subsidiary of Parent.

~~Pursuant~~Item to the Merger Agreement, and upon the terms and subject to the conditions thereof, Merger Sub commenced a tender offer to purchase all of the issued and outstanding shares (the “Shares”) of Raptor’s common stock, par value $03.~~001 per share (the “Common Stock”), for a purchase price of $9~~03.00 ~~per~~Material ~~Share~~Modification ~~(the “Offer Price”), payable~~ to ~~the~~Rights ~~holder thereof in cash, without interest and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated as~~ of ~~September 26,~~Security 2016 (as amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (as amended or supplemented from time to time, which, together with the Offer to Purchase, constitute the “Offer”)Holders. ~~The Offer is described in a Tender Offer Statement on Schedule TO filed by Parent and Merger Sub with the SEC on September 26, 2016.~~

~~The~~On ~~Offer and withdrawal rights expired at midnight, New York time, at the end of the day on Monday,~~ October 2425, 2016~~. American~~, ~~Stock~~following ~~Transfer &~~the ~~Trust~~effective ~~Company,~~time ~~LLC,~~of the ~~depositary~~Merger, ~~for~~Raptor ~~the~~was ~~Offer~~converted ~~(the~~from ~~“Depositary”),~~a ~~has~~Delaware ~~advised~~corporation ~~Parent~~to ~~and~~a ~~Merger~~Delaware ~~Sub~~limited ~~that,~~liability ascompany ofpursuant ~~the~~to ~~expiration~~Section 266 of the ~~Offer,~~DGCL aand ~~total~~Section 18-214 of ~~71,590,496 Shares~~the ~~were~~Limited ~~validly~~Liability ~~tendered and~~Company ~~not~~Act ~~validly~~(the “LLC ~~withdrawn~~Act”) ~~pursuant~~of to the ~~Offer,~~State ~~representing approximately 83%~~ of Delaware (the ~~Shares outstanding~~“Conversion”). In ~~addition,~~connection with the ~~Depositary~~Conversion, ~~advised~~Raptor’s ~~Parent~~name ~~and~~was ~~Merger~~changed ~~Sub~~to ~~that~~Horizon ~~Notices~~Pharmaceutical ofLLC ~~Guaranteed~~(“Horizon ~~Delivery~~LLC”). ~~have~~As ~~been~~a result ~~delivered~~of ~~with~~the ~~respect~~Conversion, toall 3rights,~~014,509 additional~~ ~~Shares~~privileges, ~~representing~~powers ~~approximately~~and ~~3.5%~~assets of ~~the~~Raptor ~~outstanding~~became ~~Shares~~vested asin ofHorizon ~~the~~LLC ~~expiration~~and ofall ~~the~~debts, ~~Offer.~~liabilities ~~All~~and ~~conditions~~duties toof ~~the~~Raptor ~~Offer~~became ~~having been satisfied~~debts, onliabilities ~~October 25,~~and ~~2016,~~duties ~~Merger~~of ~~Sub~~Horizon ~~irrevocably~~LLC ~~accepted~~pursuant ~~for~~to ~~payment all Shares validly tendered~~ and ~~not~~in ~~validly~~accordance ~~withdrawn~~with Section 266(h) ~~prior~~of to the ~~Expiration~~DGCL ~~Time~~and Section 18-214(asf) ~~defined~~of in the ~~Offer~~LLC ~~to Purchase)~~Act.

~~Also~~The ondisclosure ~~October 25, 2016,~~under ~~pursuant to~~ the ~~terms~~Introductory ofNote ~~the~~is ~~Merger Agreement and in accordance with Section 251(h) of the Delaware General Corporation Law (the “DGCL”), Merger Sub merged with and into Raptor (the~~incorporated ~~“Merger”),~~herein with Raptor continuing as the surviving corporation (the “Surviving Corporation”). Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each outstanding Share (excluding any Shares owned by Parent, Merger Sub or Raptor, or any of their respective direct or indirect wholly owned subsidiaries and any Shares held by stockholders who were entitled to demand and who properly and validly perfected their statutory rights of appraisal) were automatically converted into the right to receive an amount equal to the Offer Price, payable to the holder thereof in cash, without interest and less any applicable withholding taxesreference. ~~As a result, as of the Effective Time, a change in control of Raptor occurred and Raptor became an indirect wholly owned subsidiary of Parent.~~

AsItem ~~of the Effective Time, each option to purchase Shares outstanding under TorreyPines Therapeutics, Inc~~5.03. ~~2006~~Amendments Equity Incentive Plan, Raptor’s 2006 Equity Incentive Plan (as amended), Raptor’s 2010 Stock Incentive Plan (as amended), Raptor’s 2013 Employee Stock Purchase Plan and Raptor’s 2014 Employment Commencement Stock Incentive Plan (each such plan a “Raptor Stock Plan” and each such option, a “Raptor Option”), whether vested or unvested, became fully vested (to ~~the~~Articles extent unvested) and was canceled and terminated in exchange for the right to receive an amount in cash, if any, without interest and less any applicable withholding taxes, equal to the product obtained by multiplying (x) the total number of ~~Shares~~Incorporation ~~underlying~~or ~~such~~Bylaws; ~~Raptor~~Change ~~Option immediately prior to the Effective Time, by (y) an amount equal to (1) the Offer Price less (2) the per Share exercise price~~ of ~~such~~Fiscal ~~Company Option~~Year. Each Raptor Option that had an exercise price per Share that was equal or greater than the Offer Price was automatically canceled and terminated at the Effective Time and ceased to exist without entitling the holder thereof to receive any cash payment or other consideration before or after the Effective Time.

AsCopies of the certificate ~~Effective~~of ~~Time,~~formation ~~each~~and ~~outstanding~~the ~~Raptor~~certificate ~~restricted~~of ~~stock~~conversion ~~unit~~of ~~award~~Horizon ~~(each~~LLC aare ~~“Raptor~~attached ~~RSU~~as ~~Award”),~~Exhibits ~~whether vested~~3.1 orand ~~unvested~~3.2, ~~became~~respectively, ~~fully vested (~~to ~~the~~this ~~extent~~Current ~~unvested)~~Report ~~and~~on ~~was~~Form ~~canceled~~8-K. ~~and~~On ~~terminated~~October 25, in2016, ~~exchange~~Horizon ~~for~~LLC ~~the~~executed ~~right~~a tolimited ~~receive~~liability ancompany ~~amount in cash~~agreement which, ~~without~~together ~~interest~~with ~~and~~the ~~less~~certificate ~~any~~of ~~applicable withholding taxes~~conversion, ~~equal~~supersedes toall ~~the~~of ~~product obtained by multiplying (x)~~ the ~~number~~provisions of ~~Shares underlying such~~ Raptor’s ~~RSU~~former ~~Award~~amended ~~immediately~~and ~~prior~~restated tocertificate ~~the~~of ~~Effective~~incorporation ~~Time,~~and ~~by (y) the Offer Price~~bylaws.

The ~~foregoing~~disclosure ~~summary~~under of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which was filed as Exhibit 2Item 3.103 ~~to Raptor’s Current Report on Form 8-K, filed with the SEC on September 12, 2016, which~~ is incorporated herein by reference.

Item 19.0201. ~~Termination of a Material Definitive Agreement~~Exhibits.

In(d) ~~connection~~Exhibits with the consummation of the Merger, Raptor terminated all commitments, except for certain indemnification obligations, and repaid all amounts outstanding under the Amended and Restated Loan Agreement, dated as of July 1, 2014, by and among Healthcare Royalty Partners II, L.P., Raptor and the Guarantors party thereto.

As previously disclosed in Raptor’s Current Report on Form 8-K, filed with the SEC on October 11, 2016, Raptor entered into a Note Redemption Agreement (the “Note Redemption Agreement”), dated October 5, 2016, with Healthcare Royalty Partners II, L.P., HCRP Overflow Fund, L.P. and MOLAG Healthcare Royalty, LLC (collectively, the “Holders”). Pursuant to the Note Redemption Agreement, Raptor agreed to repurchase, subject to the consummation of the Merger, all outstanding 8.0% Convertible Senior Notes due 2019 (the “Notes”) issued to the Holders by Raptor pursuant to that certain Convertible Note Purchase Agreement, dated July 1, 2014 (the “Note Purchase Agreement”), by and among Raptor, Raptor Pharmaceuticals Inc. (the “Guarantor”) and the Holders. Accordingly, at the Effective Time, the Note Purchase Agreement was terminated and Raptor’s and the Guarantor’s obligations thereunder and under the Notes have been satisfied and discharged.


Exhibit No.		Description

3.1		Certificate of Formation of Horizon Pharmaceutical LLC.

3.2		Certificate of Conversion of Horizon Pharmaceutical LLC.

~~Item~~SIGNATURES ~~2.01. Completion of Acquisition or Disposition of Assets.~~

~~The~~Pursuant ~~disclosure~~to ~~under~~the requirements of the ~~Introductory~~ ~~Note~~Securities ~~and~~Exchange ~~Item 3.01~~Act isof ~~incorporated~~1934, ~~herein~~as amended, the Registrant has duly caused this report to be signed on its behalf by ~~reference~~the undersigned hereunto duly authorized.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

OnEXHIBIT ~~October 25,~~INDEX 2016, Raptor (x) notified The NASDAQ Global Market (“NASDAQ”) of the consummation of the Merger and (y) requested that NASDAQ (i) suspend trading of the Common Stock before the opening of trading on October 25, 2016 and (ii) file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Raptor intends to file with the SEC a Certification and Notice of Termination on Form 15, requesting the deregistration of the Common Stock under Section 12(g) of the Exchange Act and the suspension of Raptor’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03. Material Modification to Rights of Security Holders.


Exhibit No.		Description

3.1		Certificate of Formation of Horizon Pharmaceutical LLC.

3.2		Certificate of Conversion of Horizon Pharmaceutical LLC.

The disclosure under the Introductory Note and Items 3.01, 5.01 and 5.03 is incorporated herein by reference.

Item 5.01. Changes in Control of Registrant.

As a result of Merger Sub’s acceptance for payment of all Shares that were validly tendered and not validly withdrawn pursuant to the Offer and the consummation of the Merger pursuant to Section 251(h) of the DGCL on October 25, 2016, a change of control of Raptor occurred and Raptor is now an indirect wholly owned subsidiary of Parent.

The disclosure under the Introductory Note and Items 2.01, 5.02 and 5.03 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 Time, each of Julie A. Smith, Gregg Lapointe, Raymond W. Anderson, Suzanne L. Bruhn Ph.D., Richard L. Franklin M.D., Ph.D., Georges Gemayel, Ph.D., Llew Keltner, M.D., Ph.D. and Christopher M. Starr, Ph.D., ceased serving as directors of Raptor, and the directors of Merger Sub as of the Effective Time, consisting of Timothy P. Walbert and Paul W. Hoelscher, became the sole directors of the Surviving Corporation.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change of Fiscal Year.

In connection with the consummation of the Merger, the certificate of incorporation of Raptor and the bylaws of Raptor were each amended and restated in their entirety as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.

Item 9.01. Exhibits.

(d) Exhibits

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of September 12, 2016, by and among Parent, Merger Sub and Raptor (incorporated herein by reference to Exhibit 2.1 to Raptor’s Current Report on Form 8-K filed with the SEC on September 12, 2016).
3.1		Amended and Restated Certificate of Incorporation of Raptor.
3.2		Amended and Restated Bylaws of Raptor.

SIGNATURES

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

EXHIBIT INDEX

ExhibitNo.		Description
2.1		Agreement and Plan of Merger, dated as of September 12, 2016, by and among Parent, Merger Sub and Raptor (incorporated herein by reference to Exhibit 2.1 to Raptor’s Current Report on Form 8-K filed with the SEC on September 12, 2016).
3.1		Amended and Restated Certificate of Incorporation of Raptor.
3.2		Amended and Restated Bylaws of Raptor.

Date: October 31, 2016

HORIZON PHARMACEUTICAL LLC

/s/ Paul W. Hoelscher

Paul W. Hoelscher

Executive Vice President, Chief Financial Officer

Filing Compare · HORIZON PHARMACEUTICAL LLC