|CUSIP No. G6S41R101
Pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, as amended, this Amendment No. 1
(Amendment No. 1) amends certain items of the Schedule 13D filed with the Securities and Exchange Commission (the SEC) on September 5, 2023 (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. 1 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
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
Voluntary Petition for Bankruptcy
On October 12, 2023 (the Petition Date), RevitaLid Pharmaceutical Corp., RVL Pharmaceuticals, Inc. and RVL Pharmacy,
LLC (the Debtors), each an indirect subsidiary of the Issuer, filed voluntary petitions (Case No. 23-11704 (BLS)) (the Chapter 11 Cases) for relief under Chapter 11
of title 11 of the United States Code (the Bankruptcy Code) in the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court). The Issuer and its subsidiaries other than the Debtors were
not included in the Chapter 11 Cases. The petitions were part of the Debtors agreement with its sole secured lender, funds managed by Athyrium Capital Management, L.P. (Athyrium), and other key stakeholders, to effectuate a
change of control transaction through prepackaged bankruptcy cases commenced in the United States Bankruptcy Court for the District of Delaware today. Athyrium is an investment adviser that is registered with the SEC. It advises certain private
funds that invest through Acquisition Fund and Co-Invest 2 LP. Mr. Ferrell is one of the principal owners of Athyrium and is also the managing member of Funds GP Holdings.
The Debtors have sought approval of a variety of first day motions containing customary relief intended to enable the Debtors to
continue ordinary course operations during the Chapter 11 Cases. The Debtors continue to operate their businesses as a debtor-in-possession under the
jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. The Issuer is expected to commence a wind-down of any remaining operations of the Issuer and its
subsidiaries other than the Debtors. All of the Issuers outstanding Ordinary Shares, are expected to be cancelled upon completion of its wind-down, anticipated to be completed during the year ended December 31, 2024, likely resulting in
no recovery to any holders of Ordinary Shares.
Prepackaged Plan of Reorganization
On the Petition Date, the Debtors also filed with the Bankruptcy Court a pre-packaged chapter 11 plan
of reorganization (as amended, restated, supplemented or otherwise modified from time to time, the Plan). The Plan contemplates, among other things, that funds managed by Athyrium will exchange their outstanding debt into equity
of a newly-created entity (NewCo) at emergence, which will either (1) directly hold 100% of the equity interests of RevitaLid Pharmaceutical Corp., which is currently an indirect wholly owned subsidiary of the Issuer, or (2)
indirectly hold 100% of the equity interests of RVL Pharmaceuticals, Inc., which is currently a wholly owned subsidiary of RevitaLid Pharmaceutical Corp. and the direct parent of RVL Pharmacy, LLC. Funds managed by Athyrium will receive 97.5% of the
equity in NewCo, and holders of the SPA Rejection Unsecured Claims (as defined in and pursuant to the Plan) will receive 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 Plan) and future investments.