Pentwater Capital Management LP - Form 8.3 - Covidien Plc

FORM 8.3

                             IRISH TAKEOVER PANEL

   DISCLOSURE UNDER RULE 8.3 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER
                           RULES, 2007 (AS AMENDED)

 DEALINGS BY PERSONS WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR
                                     MORE

1. KEY INFORMATION

Name of person dealing (Note 1)                          Pentwater Capital
                                                         Management LP

Company dealt in                                         Covidien Plc

Class of relevant security to which the dealings being   $0.20 Ordinary
disclosed relate (Note 2)                                Shares

Date of dealing                                          October 15, 2014

2. INTERESTS AND SHORT POSITIONS

(a) Interests and short positions (following dealing) in the class of relevant
security dealt in(Note 3)

Class of relevant security:                   Ordinary shares

                         Interests            Short positions


                       Number         %        Number       %

(1) Relevant security   7,014,000    1.55%

(2) Derivatives
(other than options):

(3) Options and         20,000       0.00%     5,284,600  1.17%
agreements to
purchase/sell:

TOTAL:                  7,034,000    1.55%     5,284,600  1.17%

(b) Interests and short positions in relevant securities of the company, other
than the class dealt in (Note 3)

Class of relevant security:

                         Interests              Short positions


                        Number          %        Number         %

(1) Relevant
security

(2) Derivatives
(other than
options):

(3) Options and
agreements to
purchase/sell:

TOTAL:

3. DEALINGS (Note 4)

(a) Purchases and sales

            Purchase/sale             Number of relevant    Price per unit
                                          securities           (Note 5)

purchase                              124,000             83.02 USD

purchase                              50,000              83.45 USD

purchase                              50,000              85.00 USD

purchase                              150,000             85.27 USD

sale                                  15,400              86.27 USD

sale                                  44,600                   86.52 USD

(b) Derivatives transactions (other than options transactions)

    Product description      Nature of transaction   Number of   Price per unit
         e.g. CFD                  (Note 6)          relevant       (Note 5)
                                                    securities
                                                      (Note 7)


(c) Options transactions in respect of existing relevant securities

(i) Writing, selling, purchasing or varying

Product name e.g.  Writing,   Number of  Exercise   Type     Expiry    Option
   call option     selling,   securities  price     e.g.      date   money paid
                  purchasing,  to which           American,          / received
                    varying     option            European            per unit
                     etc.      relates              etc.

Put option        writing     20,000     82.50    American  18 Oct   2.01 USD
                                         USD                14

Put option        purchasing  1,500,000  75.00    American  19 Dec   5.52 USD
                                         USD                14

Put option        selling     1,500,000  85.00    American  17 Oct   2.58 USD
                                         USD                14

(ii) Exercising

             Product name                   Number of      Exercise price per
           e.g. call option                securities        unit (Note 5)


(d) Other dealings (including transactions in respect of new securities.
(Note4)

          Nature of transaction                Details        Price per unit
                (Note 8)                                     (if applicable)
                                                                 (Note 5)


4. OTHER INFORMATION

Agreements, arrangements or understandings relating to options or derivatives

Full details of any agreement, arrangement or understanding between the
person disclosing and any other person relating to the voting rights of any
relevant securities under any option referred to on this form or relating to
the voting rights or future acquisition or disposal of any relevant
securities to which any derivative referred to on this form is referenced. If
none, this should be stated.


Is a Supplemental Form 8 attached? (Note 9)                         YES

Date of disclosure:                     October 16, 2014

Contact name:                           Neal Nenadovic

Telephone number:                       [phone]

If a connected EFM, name of offeree/
offeror with which connected

If a connected EFM, state nature of
connection (Note 10)

                                                         SUPPLEMENTALFORM8

                            IRISHTAKEOVERPANEL

DISCLOSUREUNDERRULE8.1ANDRULE8.3OFTHEIRISHTAKEOVERPANEL ACT,1997,TAKEOVER
                          RULES,2007(ASAMENDED)

                          DETAILSOFOPENPOSITIONS

 (ThisformshouldbeattachedtoForm8.1(a)&(b)(i),Form8.1(b)(ii)orForm8.3,as
                               appropriate)

OPENPOSITIONS(Note 1)

Productname,   Writtenor  Numberofrelevant  Exercise Type,e.g.    Expiry
e.g.calloption purchased  securitiestowhich price    American,    date
                          theoptionor       (Note 2) Europeanetc.
                          derivativerelates

Put option     written    20,000            82.50    American     18 Oct
                                            USD                   14

Call option    written    (954,600)         90.00    American     17 Oct
                                            USD                   14

Call option    written    (350,000)         92.50    American     17 Oct
                                            USD                   14

Call option    written    (550,000)         95.00    American     17 Oct
                                            USD                   14

Put option     purchased  (100,000)         82.50    American     17 Oct
                                            USD                   14

Put option     purchased  (1,200,000)       85.00    American     17 Oct
                                            USD                   14

Put option     purchased  (250,000)         87.50    American     17 Oct
                                            USD                   14

Put option     purchased  (1,500,000)       75.00    American     19 Dec
                                            USD                   14

Put option     purchased  (80,000)          85.00    American     22 Nov
                                            USD                   14

Put option     purchased  (200,000)         82.50    American     17 Jan
                                            USD                   15

Put option     purchased  (100,000)         90.00    American     15 Jan
                                            USD                   16

Notes

1. Where there are open option positions or open derivative positions (except for
CFDs),full details should be given. Full details of any existing agreements to
purchase or to sell must also be given on this form.

2. For all prices and other monetary amounts, the currency must be stated.

For full details of disclosure requirements, see Rule 8 of the Rules. If in
doubt, consult the Panel.