EX-99.3 4 tm259039d1_ex99-3.htm EXHIBIT 99.3
Exhibit 99.3

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CONFIDENTIAL Project Salvare DISCUSSION MATERIALS FEBRUARY 2025

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CONFIDENTIAL Table of Contents PROJECT SALVARE Preliminary Value Creation Analysis of a Potential Transaction Overview of a Potential Generics Separation 4 Appendix Strategic Perspectives on a Potential Transaction 2 3 1

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Executive Summary PROJECT SALVARE 3 Preliminary and Illustrative • Given the clear alignment of the Macaw and Eagle businesses, a combination offers a unique opportunity to create two leading, scaled businesses in Specialty Brands and Generics • The transaction has a clear and powerful industrial rationale — a contemplated separation of the merged entity as soon as practicable into two focused businesses designed to pursue distinct value-maximizing strategies: − A publicly listed, pure play Brands business with the firepower and cash flow profile to opportunistically invest in inorganic growth and continue to de-lever over time (with the scale and executable growth story to command commensurate multiple expansion) − A Generics business expected to generate significant and consistent levered cash flows for investors over the long term • Contemplated merger expected to generate more than $1bn in NPV synergy value (~$180mm expected annual pre-tax synergies) and ~$230-$430mm+ in present-value of tax synergies, providing significant additional value creation for both Eagle and Macaw shareholders • This strategic combination unlocks significant immediate value for both Eagle and Macaw shareholders (detailed below): − Financial flexibility at brands to invest in inorganic growth in the near-term and organic growth over the long-term − Stable free cash flow generation at generics to enable consistent return of capital to investors − Significant operating and tax synergies − Enhanced liquidity and visibility upon NYSE listing with the potential scale for Russell index inclusion Strategic Perspectives on a Potential Transaction 1 i ii

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Preliminary Deal Structure and Rationale PROJECT SALVARE Macaw Eagle Combined Company Specialty Generics Business Specialty Brands Business Step 1 Step 2 Combination of Macaw and Eagle Businesses I TRANSACTION OVERVIEW Observations • Merger and subsequent separation to create: i) a leading, scaled Specialty Brands business; and ii) a focused Specialty Generics business • Pure play branded business of scale led by strong Acthar and Xiaflex brands with increased strategic and financial flexibility to drive the agenda organically and via M&A • Scaled Specialty Generics business with robust commercial and manufacturing infrastructure, extensive product portfolio and substantial synergy opportunities • Post-merger separation of the combined Specialty Generics Business into a standalone entity through a sale or a spin off • Intent to separate combined Specialty Generics business could be announced at signing of the initial merger and separation workstreams to commence post signing • Combined company to be listed on NYSE; potential for Russel Index inclusion 4 Preliminary and Illustrative Strategic Perspectives on a Potential Transaction 1

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Opportunity for Significant Value Creation by Creating Leading Specialty Pharma and Generics Companies PROJECT SALVARE I TRANSACTION OVERVIEW 5 Strategic Perspectives on a Potential Transaction 1 GenericsCo Presents Opportunity to Return Capital to Investors Leverage Capacity for Brands Business Tax Synergies Operational Synergies Stable levered cash flow presents opportunity for a combined Generics business to return capital to investors over time Creates a combined Brands business with a strong balance sheet and additional leverage capacity, providing flexibility for strategic, inorganic growth Macaw's Irish TopCo provides considerable tax benefits, and the combined company would achieve additional benefits from the preservation of an Irish TopCo1 Combination creates opportunity to reduce significant portion of operating costs and bolster pro forma cash flow In combining Macaw and Eagle, and subsequently separating specialty generics there are multiple pathways to catalyze value creation for shareholders Multiple Rerating Potential for trading multiple expansion and re-rating after establishing a focused and scaled combined Brands business listed on NYSE at the time of combination with potential Russell 1000 index inclusion High Cash Yield 1.6x Firepower2 ~$230- 430mm NPV1 ~$180mm annually 0.75x Multiple Rerating 1 Midpoint of tax synergies range used for analysis of $330mm. 2 PF firepower for the Brands business at the time of separation. Assuming Brands max leverage of 3.0x following separation of GenericsCo (assuming GenericsCo separation net leverage of 2.5x); PF Brands firepower accounts for incremental cash generated between closing of combination and separation. Preliminary and Illustrative

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Structural Considerations PROJECT SALVARE 6 Strategic Perspectives on a Potential Transaction 1 Preliminary and Illustrative Small manufacturing designation under the IRA Irish tax domicile / structure Minimized change of control payments 1 2 3

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Significant Operating Synergies Available from Combination ($ in millions) PROJECT SALVARE I TRANSACTION OVERVIEW 7 Strategic Perspectives on a Potential Transaction 1 Note: Equity compensation is excluded from current figures. Excludes one-time impacts and separation dis-synergies. 1 $180mm of synergies allocated to Brands business. Preliminary and Illustrative • Headcount primarily in leveraged functions in SG&A • Primarily IT, real estate, insurance, public company costs, data, and external spend • Preliminary estimate based addressable direct/indirect spend, and 5-12% takeout • Additional savings from op model changes (e.g., Revenue, GtN, insourcing, outsourcing, R&D programs, Tax / ETR, debt, etc.) • Does not account for implementation of stock-based LTIP (vs. current cash programs at both companies) • Expected to realize 50% of synergies in year 1 with 38% and 12% in years 2 and 3, respectively • Expected $115m-$145m one time cost to achieve synergies $50mm $100mm $150mm $200mm A D A B C B C D $180 Synergy and Cost Optimization Reference Headlines $200 121 46 13 20 Headcount Non-Headcount Procurement Additional optimization 0 ~$200mm estimated operating synergies; $20mm of synergies allocated to GenericsCo offset by assumed $20mm of dis-synergies in GenericsCo: $180mm of expected synergies1

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Potential Combination Creates Financial Flexibility for Pro Forma Business ($ in millions) PROJECT SALVARE GenericsCo Net Leverage 0.5x 1.0x 1.5x 2.0x 2.5x 3.0x 3.5x BrandsCo Net Leverage 3.2x 2.9x 2.5x 2.2x 1.9x 1.5x 1.2x Source: Eagle LRP, Macaw LRP, Company Filings. Note: Net debt based on estimated debt and cash balances at August 2025 closing as per Macaw’s management and Eagle LRP. Synergies assumptions highly preliminary and subject to change. 1 Change of Control payments account for $22mm estimated make-whole payments for retirement of Macaw’s debt at closing, ~$93mm in transaction expenses; and vested incentive payments based on 3% of Macaw Equity Value (~$82mm). ~$34mm Black Scholes Value under Macaw's CVR with opioid trust and payment of $189mm under the Acthar DOJ may not be triggered depending on structure, subject to diligence. Change of control costs as per Macaw public filings, Eagle public filings, and Macaw management. 2 Net Debt includes illustrative proceeds from sale of International Pharmaceuticals segment of $80mm. EBITDA adjusted for sale of International Pharmaceuticals segment. 3 Assuming total run-rate synergies of $200mm and dis-synergies of $20mm in the PF Gx entity; $20mm synergies annually allocated to PF Gx. 4 For credit purposes, assumes leverageable EBITDA is based on PF 2025E EBITDA including achieved synergies excluding costs to achieve (implied EBITDA of $476mm and $721mm for GenericsCo and BrandsCo, respectively). 5 Calculated based off EBITDA including run-rate synergies of $180mm annually (not leverageable EBITDA). 6 Net Leverage Calculation = Total Enterprise Value / Gross Debt. Eagle Macaw Synergies + CoC Payments1 PF Pre-Generics Separation SpinCo (GenericsCo) RemainCo (BrandsCo) Net Debt $1,7982 $424 $197 $2,539 $1,190 $1,348 2025E EBITDA 6072 500 1803 1,287 4764 7214 Net Leverage 3.0x 0.8x 2.0x5 2.5x 1.9x Implied LTV6 45% 32% Pro Forma Capital Structure Overview RemainCo Net Leverage Sensitivity 8 Preliminary and Illustrative Strategic Perspectives on a Potential Transaction 1 Includes impact from $120mm Eagle dividend payment

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Pro Forma Generics Business Focused Combined GenericsCo Creates Opportunity for Yield PROJECT SALVARE 9 Preliminary and Illustrative PF Generics Business Profile Specialty Generics Equity Story Commentary $1.7bn 2025E Total Revenue ~$230mm Levered Free Cash Flow1 ~28% 2025E EBITDA Margin Eagle Sterile Injectables Macaw Generics Eagle Generics + + • The combined Generics business boasts strong cash flow generation and would trade at $37.5 per share, implying an equity value of approximately $1.5 billion, assuming a 15% free cash flow yield2 • The combined Generics business is strengthened by Macaw's outstanding performance, unlocking value for Eagle's Generics and Sterile Injectables segments Source: Macaw LRP. Eagle LRP. 1 Assuming GenericsCo net leverage ratio of 2.5x PF ’25E EBTIDA. Assuming no amortization, interest of SOFR + 650bps, and cash interest of SOFR. 2 Per share information based on PF FDSO of 39.1mm accounting for Macaw effectively issuing 19.4mm new shares based on multiple-implied PF ownership split of 50.5% Macaw / 49.5% Eagle. Strategic Perspectives on a Potential Transaction 1 Industry leading reputation for quality, compliance, and service Robust commercial infrastructure with substantial synergy opportunities Highly profitable, high cash flow generating business Expertise in complex, highly regulated products Modernized network of manufacturing facilities and supply chain supporting low-cost production Backwards integration into API Scaled generics business with an extensive portfolio offerings across multiple TAs, formulations, and dosage forms

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6,855 Range of $6,314- $6,748mm depending on assumed multiple uplift (0.00x – 0.75x range) Eel Macaw Brands Eagle Brands Macaw Gx Eagle Gx Eagle SI Op. Synergies1 Tax Synergies1 Overhead EV Net Debt EqV Multiple Rerating2 EqV incl. Multiple Upside Est. ’25E EBITDA $244 $509 $310 $111 $113 $180 ($180) $1,287 $1,1973 $721 Illustrative Blended Multiple 6.5x 7.0x 6.2x 5.2x 7.5x 6.8x 6.6x 6.9x 2.1x 0.75x CombinedCo Valuation – Sum-of-the-Parts ($ in millions) PROJECT SALVARE CombinedCo SOTP Valuation Source: Macaw LRP. Eagle LRP. Note: Eagle LRP net sales forecast revised to reflect Macaw diligence. SOTP-implied equity value with overhead allocated by % sales contribution for Eagle and overhead fully allocated to Macaw’s Brands business and valued at SOTP-implied blended multiple. Eagle Brands adjusted for International Pharmaceuticals sale. 1 Assuming total run-rate synergies of $200mm and dis-synergies of $20mm in the PF Gx entity; $20mm synergies annually allocated to PF Gx. Additional ~$330mm NPV of tax synergies fully allocated to Brands business based on estimated tax synergies range assuming an Irish TopCo; estimates of synergies subject to further refinement. 2 Assuming multiple uplift range of 0.0x – 0.75x (midpoint 0.375x) fully allocated to Brands business. Multiple uplift EBITDA based on achieved synergies excluding cost to achieve in 2025 for PF Brands business. 3 For credit purposes, assumes leverageable EBITDA is based on PF 2025E EBITDA including achieved synergies excluding costs to achieve (implied EBITDA of $1,197mm). Net Debt includes $80mm illustrative proceeds from International Pharmaceuticals sale and is adjusted for Eagle’s payment of a dividend of $120mm. 10 Preliminary and Illustrative Preliminary Value Creation Analysis of a Potential Transaction 2 6,314 Multiple uplift on PF BrandsCo expected to be enabled by Gx separation

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PROJECT SALVARE Macaw Brands Eagle Brands Op. Synergies1 Tax Synergies1 Overhead EV Net Debt EqV Multiple Uplift2 EqV Est. ’25E EBITDA $244 $509 $180 ($122) $811 $7213 $721 Illustrative Blended Multiple 6.5x 7.0x 6.8x 6.8x 7.2x 1.9x 0.75x BrandsCo SOTP Valuation1 Source: Macaw LRP. Eagle LRP. Note: Eagle LRP net sales forecast revised to reflect Macaw diligence. SOTP-implied equity value with overhead allocated by % sales contribution for Eagle and overhead fully allocated to Macaw’s Brands business and valued at SOTP-implied blended multiple. Eagle Brands adjusted for International Pharmaceuticals sale. Net Debt includes $80mm illustrative proceeds from International Pharmaceuticals sale and is adjusted for Eagle’s payment of a dividend of $120mm. 1 Assuming total run-rate synergies of $200mm and dis-synergies of $20mm in the PF Gx entity; $20mm synergies annually allocated to PF Gx. Additional ~$330mm NPV of tax synergies fully allocated to Brands business based on estimated tax synergies range assuming an Irish TopCo; estimates of the synergies subject to further refinement. 2 Assuming multiple uplift of 0.5x fully allocated to Brands business. Multiple uplift EBITDA based on achieved synergies excluding cost to achieve in 2025 for PF Brands business . 3 For credit purposes, assumes leverageable EBITDA is based on PF 2025E EBITDA including achieved synergies excluding costs to achieve (implied EBITDA of $721mm). Illustrative Value Creation Analysis – BrandsCo Sum-of-the-Parts ($ in millions, except per share data) 11 Preliminary and Illustrative Multiple uplift on PF BrandsCo expected to be enabled by Gx separation Overview of a Potential Generics Separation 3 Range depending on assumed multiple uplift (0.00x – 0.75x range) 5,064 4,523

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$230mm PROJECT SALVARE • Estimated levered FCF based on Macaw and Eagle Generics and Eagle Sterile Injectables cash flows with overhead allocated by % sales contribution − Assuming $1,190mm net debt raised at the Generics NewCo level based on a net leverage ratio of 2.5x ’25E PF EBITDA (45% LTV based on SOTP-implied NewCo EV)1 − Assuming no amortization and interest of SOFR + 650bps on PF Generics debt based on term sheets collected for Macaw’s SpecGx refinancing process1 • ’25E levered FCF used to calculate implied equity value based on LFCF yields of 12%, 15% and 18% • Per share information based on PF FDSO of 39.1mm accounting for Macaw effectively issuing 19.4mm new shares based on PF ownership split of 50.5% Macaw / 49.5% Eagle Implied Share Price from Levered FCF Yield Commentary Levered FCF 12% LFCF Yield 18% $1,917mm EqV $1,533mm EqV $49.0 EqV / Share $39.2 EqV / Share 1 Source: Macaw LRP. Eagle LRP. Note: Eagle LRP net sales forecast revised to reflect Macaw diligence. 1 Assumes a total debt of $1,340mm is raised, with $150mm allocated as operating cash for GenericsCo. Assumes GenericsCo's interest expense is offset by interest income from cash on balance sheet. Combined GenericsCo Yield-Implied Valuation ($ in millions, except per share data) 12 2 3 3 Preliminary and Illustrative Overview of a Potential Generics Separation 3 15% $1,278mm EqV $32.7 EqV / Share 3 3 1 2 2 2

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Illustrative Value Creation Analysis – Macaw Value Creation ($ in millions) PROJECT SALVARE Macaw Value Creation Macaw Current Market Value PF BrandsCo Pre Rerating PF GenericsCo (15% LFCF Yield)2 Multiple Uplift3 PF Value to Macaw S/H (post-multiple uplift) Total Equity Value 1,976 4,523 1,533 0 – 541 6,056 – 6,597 % Macaw Ownership 100.0% 50.5% 50.5% 50.5% 50.5% Macaw Equity Value $1,976 $2,284 $774 $0 – $273 $3,058 – $3,331 13 Preliminary and Illustrative Overview of a Potential Generics Separation 3 +55% – 69% Has Gets (Post-Separation) Range depending on assumed multiple uplift (0.00x – 0.75x range) Assumes midpoint multiple uplift of 0.75x; implied BrandsCo EBITDA multiple increases from ~7.2x to 8.0x Source: Macaw LRP. Eagle LRP. Note: Eagle LRP net sales forecast revised to reflect Macaw diligence. SOTP-implied equity value with overhead allocated by % sales contribution for Eagle and overhead fully allocated to Macaw’s Brands business and valued at SOTP-implied blended multiple. 1 Assuming total run-rate synergies of $200mm and dis-synergies of $20mm in the PF Gx entity; $20mm synergies annually allocated to PF Gx; valued at SOTP-implied blended multiple. Additional ~$330mm NPV of tax synergies fully allocated to Brands business based on estimated tax synergies range assuming an Irish TopCo; estimates of synergies subject to further refinement. 2 Assuming GenericsCo net leverage ratio of 2.5x PF ’25E EBTIDA. Assuming no amortization, interest of SOFR + 650bps, and cash interest of SOFR. 3 Assuming range of multiple uplift of 0.0x - 0.75x fully allocated to Brands business. Multiple uplift EBITDA based on achieved synergies excluding cost to achieve in 2025 for PF Brands business. $3,058 $3,331

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Eagle Value Creation Source: Macaw LRP. Eagle LRP. Note: Eagle LRP net sales forecast revised to reflect Macaw diligence. SOTP-implied equity value with overhead allocated by % sales contribution for Eagle and overhead fully allocated to Macaw’s Brands business and valued at SOTP-implied blended multiple. 1 Assuming total run-rate synergies of $200mm and dis-synergies of $20mm in the PF Gx entity; $20mm synergies annually allocated to PF Gx; valued at SOTP-implied blended multiple. Additional ~$330mm NPV of tax synergies fully allocated to Brands business based on estimated tax synergies range assuming an Irish TopCo; estimates of synergies subject to further refinement. 2 Assuming GenericsCo net leverage ratio of 2.5x PF ’25E EBTIDA. Assuming no amortization, interest of SOFR + 650bps, and cash interest of SOFR. 3 Assuming range of multiple uplift of 0.0x - 0.75x fully allocated to Brands business. Multiple uplift EBITDA based on achieved synergies excluding cost to achieve in 2025 for PF Brands business. 4 Equity value includes impact from assumed dividend paid to Eagle shareholders. Eagle’s 49.5% ownership does not apply to the $120mm dividend that directly impacts Eagle’s equity value. Illustrative Value Creation Analysis – Eagle Value Creation ($ in millions) PROJECT SALVARE 14 Preliminary and Illustrative Eagle Current Market Value Dividend Paid to Eagle Shareholders PF BrandsCo Pre Rerating PF GenericsCo (15% LFCF Yield)2 Multiple Uplift3 PF Value to Eagle S/H (post-multiple uplift) Total Equity Value 2,201 120 4,523 1,533 0 – 541 6,176 – 6,7174 % Eagle Ownership 100.0% 100.0% 49.5% 49.5% 49.5% 49.5%4 Eagle Equity Value $2,201 $120 $2,239 $759 $0 – $268 $3,118 – $3,3854 Has Gets (Post-Separation) Range depending on assumed multiple uplift (0.00x – 0.75x range) $3,118 $3,385 Assumes dividend is paid to Eagle shareholders prior to combination Assumes midpoint multiple uplift of 0.75x; implied BrandsCo EBITDA multiple increases from ~7.2x to 8.0x Overview of a Potential Generics Separation 3 +42% – 54%

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Value Creation Sensitivity – Macaw Shareholders PROJECT SALVARE 15 Value Creation Based on Dividend to Eagle Shareholders at Ownership Split of 50.5% (Macaw) and 49.5% (Eagle) $ Dividend to Eagle Shareholders $120 $150 $180 $210 $240 Based on Current Market Value of $100 / share 0.00x (7.2x) 55% 54% 53% 52% 52% 0.30x (7.5x) 60% 60% 59% 58% 57% 0.75x (8.0x) 69% 68% 67% 66% 66% Preliminary and Illustrative Overview of a Potential Generics Separation 3 Source: Macaw LRP. Eagle LRP; diligence adjusted. Implied BrandsCo Multiple Multiple Uplift

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CONFIDENTIAL Disclaimer PROJECT SALVARE The information herein has been prepared based in part upon information supplied by Endo International plc (“Eagle”) or publicly available information, and portions of the information herein may be based upon certain statements, estimates and forecasts with respect to the anticipated future performance of Mallinckrodt Pharmaceuticals plc (“Macaw”) and Eagle, respectively, and the synergies expected to result from the transaction described herein. We have relied upon the accuracy and completeness of the foregoing information that was supplied by Eagle or is publicly available, and have not assumed any responsibility for any independent verification of such information or any independent valuation or appraisal of any of the assets or liabilities of Eagle or any other entity, or concerning solvency or fair value of Eagle or any other entity. With respect to Eagle financial forecasts, we have assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of management of Eagle as to the future financial performance of Eagle. We assume no responsibility for and express no view as to such forecasts or the assumptions on which they are based. This presentation contains forward-looking statements that are subject to risks, uncertainties and other factors, including economic, monetary, market and other conditions. All statements other than statements of historical fact or relating to present facts or current conditions included in this presentation are forward-looking statements. Forward-looking statements give Macaw’s or Eagle’s current expectations and projections relating to their financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “seek,” “plan,” “intend,” “believe,” “contemplate,” “assume,” “will,” “may,” “could,” “would,” “continue,” “likely,” “should,” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events but not all forward-looking statements contain these identifying words. Risks, uncertainties and other factors may cause future results to differ materially from these forward-looking statements, and potentially adversely from the historical results contained herein. These materials and the information contained herein are confidential and may not be disclosed publicly or made available to third parties without the prior written consent of Mallinckrodt. This presentation should not be considered as a recommendation by Macaw or any affiliate or other person in relation to Macaw, Eagle or any of their subsidiaries, nor does it constitute an offer to sell or a solicitation for an offer to buy the securities, assets or business of Macaw or Eagle, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction or pursuant to an exemption therefrom. This presentation shall not form the basis of any contract. Any references to any future or proposed transaction are for illustrative purposes only and the terms of any such transaction should it occur may be materially different than the terms in this presentation. All information herein speaks only as of (1) the date hereof, in the case of information about Macaw and Eagle and (2) the date of such information, in the case of information from persons other Macaw and Eagle. Macaw does not undertake any duty to update or revise the information contained herein, publicly or otherwise. THIS PRESENTATION MAY CONTAIN MATERIAL, NON-PUBLIC INFORMATION WITHIN THE MEANING OF THE UNITED STATES FEDERAL SECURITIES LAWS WITH RESPECT TO MACAW, EAGLE, THEIR SUBSIDIARIES AND THEIR RESPECTIVE SECURITIES.