MALLINCKRODT INTERNATIONAL FINANCE S.A.

(société anonyme)
124 boulevard de la Pétrusse
L-2330 Luxembourg
R.C.S. Luxembourg : B 172.865

March [ ], 2020

To the beneficial owners (or persons who are considering becoming beneficial owners), or duly authorized representatives acting on behalf of beneficial owners (or on behalf of persons who are considering becoming beneficial owners), of the 5.750% Senior Notes due 2022 listed on Schedule I to the Eligibility Letter attached hereto ( the “Notes”) issued by Mallinckrodt International Finance S.A. (the “Issuer”) and Mallinckrodt CB LLC, a direct wholly owned subsidiary of the Issuer (together with the Issuer, the “Issuers”):

The Issuers are offering to Qualified Owners (as defined below) of the Notes new securities of the Issuers in exchange for holders’ Notes (the “Exchange Offer”). In conjunction with the Exchange Offer, the Issuers are also conducting a simultaneous solicitation of consents (the “Consent Solicitation”) to amend the indenture governing the Notes on the terms and conditions set forth in the confidential offering memorandum and consent solicitation statement regarding the Exchange Offer and Consent Solicitation (the “Offering Memorandum”). In connection with the Exchange Offer and Consent Solicitation, the Issuers request that beneficial owners (or persons who are considering becoming beneficial owners) of the Notes who wish to receive the Offering Memorandum state whether they are either:

(i)          persons in the United States who are “qualified institutional buyers” (“QIBs”), as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”); or

(ii)         persons outside the United States, who are not “U.S. persons,” as that term is defined in Rule 902 under the Securities Act and who are “non-U.S. qualified offerees,” as defined herein.

Each beneficial owner that satisfies the requirements of either (i) or (ii) is referred to herein as a “Qualified Owner.” Only Qualified Owners will be authorized to participate in the Exchange Offer and Consent Solicitation. The definitions of “U.S. person,” “qualified institutional buyers” and “non-U.S. qualified offeree” are set forth in Annexes A, B and C hereto, respectively.

The new securities have not been registered under the Securities Act or any state or foreign securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act. The Exchange Offer and Consent Solicitation are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. This letter is neither an offer nor a solicitation to purchase or sell the Notes or any other security, nor does it create any obligations whatsoever on the part of the Issuers to make any offer or on the part of the recipient to participate if an offer is made.

The offer documents will be prepared on the basis that all offers related to the Notes will be made pursuant to an exemption under Regulation (EU) 2017/1129 (the “Prospectus Regulation”) from the requirement to produce a prospectus for any offers. No offer of Notes will be made other than to any legal entity which is a qualified investor as defined in the Prospectus Regulation. Accordingly, any person making or intending to make any offer related to the Notes within the European Economic Area (the “EEA”) should only do so in circumstances in which no obligation arises for the Issuers to produce a prospectus for such offer. The Issuers have not authorized, nor do they authorize, the making of any offer related to the Notes through any financial intermediary.

The new securities may not be publicly offered, sold or advertised, directly or indirectly, in, into or from Switzerland and will not be listed on the SIX Swiss Exchange or on any other exchange or regulated trading facility in Switzerland.

If you are a beneficial owner (or a person who is considering becoming a beneficial owner) of the Notes that is a Qualified Owner, or a representative acting on behalf of such a beneficial owner (or on behalf of a person who is considering becoming such a beneficial owner), please complete the enclosed Eligibility Letter and return it to D.F. King & Co., Inc. (the information agent for any offer the Issuers may make) at the address set forth in the Eligibility Letter.

I am a "Qualified Owner"

I am not a "Qualified Owner"

IN ORDER TO RECEIVE A COPY OF THE OFFERING MEMORANDUM, BENEFICIAL OWNERS (OR PERSONS WHO ARE CONSIDERING BECOMING BENEFICIAL OWNERS) OR THEIR REPRESENTATIVES MUST COMPLETE THE ELIGIBILITY LETTER ATTACHED HERETO CERTIFYING THAT THEY ARE ELIGIBLE UNDER THE TERMS OF THE OFFER.


RESPONSES MUST BE RECEIVED NO LATER THAN 12:00 PM, NEW YORK CITY TIME, ON APRIL , 2020.

COMPLETED FORMS MUST BE FAXED OR EMAILED TO THE ATTENTION OF D.F. KING & CO., INC., THE INFORMATION AGENT FOR THE OFFER, AT (212) 709-3328 OR mnk@dfking.com. You may direct any questions about the eligibility process to D.F. King & Co., Inc. at 48 Wall Street New York, NY 10005, telephone: (866) 356-7814 (toll-free) or (212) 269-5550 (collect), or email to mnk@dfking.com.

Very truly yours,

MALLINCKRODT INTERNATIONAL FINANCE S.A.

ANNEX A

“U.S. person” means:

1.       Any natural person resident in the United States;

2.       Any partnership or corporation organized or incorporated under the laws of the United States;

3.       Any estate of which any executor or administrator is a U.S. person;

4.      Any trust of which any trustee is a U.S. person;

5.       Any agency or branch of a foreign entity located in the United States;

6.       Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;

7.      Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and

8.       Any partnership or corporation if:

(a)        Organized or incorporated under the laws of any foreign jurisdiction; and

(b)       Formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts.

The following are not “U.S. persons”:

1.       Any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States;

2.       Any estate of which any professional fiduciary acting as executor or administrator is a U.S. person if:

(a)       An executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate; and

(b)       The estate is governed by foreign law;

3.       Any trust of which any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person;

4.       An employee benefit plan established and administered in accordance with the law of a country other than the United States, and customary practices and documentation of such country;

5.       Any agency or branch of a U.S. person located outside the United States if:

(a)       The agency or branch operates for valid business reasons; and

(b)       The agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; and

6.       The International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans.

For purposes of this Annex A, “United States” means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia.

ANNEX B

“Qualified Institutional Buyer” means:

      1.    Any of the following entities, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with the entity:

(a)      Any insurance company as defined in Section 2(a)(13) of the Securities Act of 1933, as amended (the “Securities Act”);

(b)       Any investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”) or any business development company as defined in Section 2(a)(48) of the Investment Company Act;

(c)       Any small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958;

(d)      Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees;

(e)       Any employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended;

(f)       Any trust fund whose trustee is a bank or trust company and whose participants are exclusively plans of the types identified in subparagraph (1)(D) or (E) above, except trust funds that include as participants individual retirement accounts or H.R. 10 plans;

(g)      Any business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”);

(h)      Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation (other than a bank as defined in Section 3(a)(2) of the Securities Act or a savings and loan association or other institution referenced in Section 3(a)(5)(A) of the Securities Act or a foreign bank or savings and loan association or equivalent institution), partnership, or Massachusetts or similar business trust; and

(i)        Any investment adviser registered under the Investment Advisers Act.

2.       Any dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $10 million of securities of issuers that are not affiliated with the dealer, provided, that securities constituting the whole or a part of an unsold allotment to or subscription by a dealer as a participant in a public offering shall not be deemed to be owned by such dealer;

3.       Any dealer registered pursuant to Section 15 of the Exchange Act acting in a riskless principal transaction on behalf of a qualified institutional buyer;

4.       Any investment company registered under the Investment Company Act, acting for its own account or for the accounts of other qualified institutional buyers, that is part of a family of investment companies which own in the aggregate at least $100 million in securities of issuers, other than issuers that are affiliated with the investment company or are part of such family of investment companies.  “Family of investment companies” means any two or more investment companies registered under the Investment Company Act, except for a unit investment trust whose assets consist solely of shares of one or more registered investment companies, that have the same investment adviser (or, in the case of unit investment trusts, the same depositor), provided that, for purposes of this subparagraph:

(a)      Each series of a series company (as defined in Rule 18f-2 under the Investment Company Act) shall be deemed to be a separate investment company; and

(b)       Investment companies shall be deemed to have the same adviser (or depositor) if their advisers (or depositors) are majority-owned subsidiaries of the same parent, or if one investment company's adviser (or depositor) is a majority-owned subsidiary of the other investment company's adviser (or depositor);

5.       Any entity, all of the equity owners of which are qualified institutional buyers, acting for its own account or the accounts of other qualified institutional buyers; and

6.       Any bank as defined in Section 3(a)(2) of the Securities Act, any savings and loan association or other institution as referenced in Section 3(a)(5)(A) of the Securities Act, or any foreign bank or savings and loan association or equivalent institution, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with it and that has an audited net worth of at least $25 million as demonstrated in its latest annual financial statements, as of a date not more than 16 months preceding the date of sale under the rule in the case of a U.S. bank or savings and loan association, and not more than 18 months preceding such date of sale for a foreign bank or savings and loan association or equivalent institution.

For purposes of the foregoing definition:

7.       In determining the aggregate amount of securities owned and invested on a discretionary basis by an entity, the following instruments and interests shall be excluded: bank deposit notes and certificates of deposit; loan participations; repurchase agreements; securities owned but subject to a repurchase agreement; and currency, interest rate and commodity swaps.

8.       The aggregate value of securities owned and invested on a discretionary basis by an entity shall be the cost of such securities, except where the entity reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published.  In the latter event, the securities may be valued at market for purposes of the foregoing definition.

9.       In determining the aggregate amount of securities owned by an entity and invested on a discretionary basis, securities owned by subsidiaries of the entity that are consolidated with the entity in its financial statements prepared in accordance with generally accepted accounting principles may be included if the investments of such subsidiaries are managed under the direction of the entity, except that, unless the entity is a reporting company under Section 13 or 15(d) of the Exchange Act, securities owned by such subsidiaries may not be included if the entity itself is a majority-owned subsidiary that would be included in the consolidated financial statements of another enterprise.

10.    For purposes of this Annex B, “riskless principal transaction” means a transaction in which a dealer buys a security from any person and makes a simultaneous offsetting sale of such security to a qualified institutional buyer, including another dealer acting as riskless principal for a qualified institutional buyer.

ANNEX C

For purposes of this letter, “non-U.S. qualified offeree” means:

1.       legal entities in the EEA (and the United Kingdom) that are authorized or regulated to operate in the financial markets in the applicable jurisdiction or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

2.       legal entities in the EEA (and the United Kingdom) that have two or more of:

(a)        an average of at least 250 employees during the last financial year and own funds of more than €2,000,000,

(b)       a total balance sheet of more than €43,000,000, and

(c)       annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;

3.       any other entity in the EEA (and the United Kingdom) in circumstances that do not require the publication of a prospectus by us in the applicable jurisdiction pursuant to Article 1 of the Prospectus Regulation as implemented by any Member State of the EEA (and the United Kingdom);

4.      if a Canadian holder, a holder who (i) is purchasing as principal, or is deemed to be purchasing as principal in accordance with applicable Canadian securities laws; (ii) is an “accredited investor” as such term is defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions (“NI 45-106”) or, in Ontario, as such term is defined in section 73.3(1) of the Securities Act (Ontario); and (iii) is a “permitted client” as such term is defined in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations; or

5.       any entity outside the United States, Canada and the EEA to whom the offers related to the Notes may be made in compliance with any applicable laws and regulations.

For purposes of this letter, the following are deemed not to be “non-U.S. qualified offerees”:

1.      any holder to whom the securities have been publicly offered, sold or advertised, directly or indirectly, in or from Switzerland;

2.       any holder that is an Italian resident or person located in the Republic of Italy;

3.       any holder in France, other than (i) persons providing investment services relating to portfolio management for the account of third parties and/or (ii) a qualified investor (investisseurs qualifiés) acting for its own account, all as defined in, and in accordance with, Articles L.411-1, L. 411-2 and D. 411-1 to D.411-3 of the Code monétaire et financier;

4.       any holder in Germany that is not a qualified investor, as defined in the German Securities Prospectus Act (Wertpapierprospektgesetz);

5.       any holder in the United Kingdom, unless such holder is either (i) an investment professional within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”) or (ii) a high net worth entity as defined in the Financial Promotion Order or (iii) another person to whom the offer may lawfully be communicated falling within Article 49(2)(a) to (e) of the Financial Promotion Order or Article 43 of the Financial Promotion Order;

6.       any holder in Ireland that is not a "qualified investor", as defined in the Prospectus Regulation; and

7.       any holder in Norway that has not also registered as a professional investor (“profesjonell investor”) with the Oslo Stock Exchange.

For the purposes of this letter, a reference to the Prospectus Regulation as it applies to the United Kingdom is to be read, on or after exit day (as defined in the European Union (Withdrawal) Act 2018 (the “EUWA”)), as a reference to such EU regulation, as it forms part of domestic law by virtue of section 3 of the EUWA and, as it may have been, or may from time to time be amended, modified or re-enacted by domestic law and shall include any subordinate legislation made from time to time under that EU regulation, as it forms part of domestic law by virtue of section 3 of the EUWA.