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AMRN > SEC Filings for AMRN > Form 8-K on 25-Jan-2017All Recent SEC Filings

Show all filings for AMARIN CORP PLC\UK

Form 8-K for AMARIN CORP PLC\UK


25-Jan-2017

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obl


Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed in the Current Report on Form 8-K of Amarin Corporation plc (the "Company") filed on January 20, 2017 (the "January 20 Form 8-K"), Corsicanto II Designated Activity Company, a designated activity company formed under the laws of Ireland (the "Issuer") and a wholly owned subsidiary of the Company, and the Company entered into separate, privately negotiated purchase agreements (the "Purchase Agreements") with certain investors pursuant to which the Issuer agreed to issue and sell (the "Offering") $30 million in aggregate principal amount of 3.50% Exchangeable Senior Notes due 2047 (the "2017 Notes"). The Offering closed on January 25, 2017. The 2017 Notes are governed by the terms of an Indenture, dated January 25, 2017, by and among the Issuer, the Company and Wilmington Trust, National Association, as trustee (the "Indenture").

Descriptions of the Purchase Agreements, the 2017 Notes and the Indenture are set forth in Item 1.01 of the January 20 Form 8-K and are incorporated by reference herein. The description of the Purchase Agreements does not purport to be complete and is qualified in its entirety by reference to the Form of Private Placement Purchase Agreement, which is attached as Exhibit 10.1 to the January 20 Form 8-K. The descriptions of the 2017 Notes and the Indenture do not purport to be complete and are qualified in their entirety by reference to the Indenture and the form of the 2017 Note, which are attached hereto as Exhibit 4.1 and Exhibit 4.2, respectively, and incorporated by reference herein.



Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-Kis incorporated by reference in this Item 2.03.



Item 3.02. Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.                                  Description

4.1               Indenture, dated January 25, 2017, by and between Corsicanto II
                  Designated Activity Company, Amarin Corporation plc and
                  Wilmington Trust, National Association, as trustee.

4.2               Form of 3.50% January 2017 Exchangeable Senior Notes due 2047
                  (included in Exhibit 4.1).

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