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| UNITED STATES | OMB Number: 3235-0145 | |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _______ ) *
| Avadel Pharmaceuticals |
| (Name of Issuer) |
| American Depository Receipts and Common Shares |
| (Title of Class of Securities) |
| 05337M104 |
| (CUSIP Number) |
| December 29, 2017 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| x | Rule 13d-1 (b) |
| ¨ | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the ACT but shall be subject to all other provisions of the Act (however, see the Notes).
SEC 1745 (3-98)
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| CUSIP No. | 05337M104 |
| 1. | Names of Reporting Persons. | Brandes Investment Partners, L.P. |
| I.R.S. Identification Nos. of above persons (entities only). 33-0704072 | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) ¨ | ||
| (b) ¨ | ||
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of Organization | Delaware |
| Number of | 5. | Sole Voting Power | |
| Shares Bene- | |||
| ficially owned | 6. | Shared Voting Power | 3,298,109 ADRs |
| by Each | |||
| Reporting | 7. | Sole Dispositive Power | |
| Person With: | |||
| 8. | Shared Dispositive Power | 3,308,250 ADRs |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | 3,308,250 ADRs |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | ¨ |
| 11. | Percent of Class Represented by Amount in Row (9) | 7.99% |
| 12. | Type of Reporting Person (See Instructions) | IA, PN |
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| CUSIP No. | 05337M104 |
| 1. | Names of Reporting Persons. | Brandes Investment Partners, Inc. |
| I.R.S. Identification Nos. of above persons (entities only). 33-0090873 | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) ¨ | ||
| (b) ¨ | ||
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of Organization | California |
| Number of | 5. | Sole Voting Power | |
| Shares Bene- | |||
| ficially owned | 6. | Shared Voting Power | 3,298,109 ADRs |
| by Each | |||
| Reporting | 7. | Sole Dispositive Power | |
| Person With: | |||
| 8. | Shared Dispositive Power | 3,308,250 ADRs |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | 3,308,250 ADR shares are deemed to be beneficially owned by Brandes Investment Partners, Inc., as a control person of the investment adviser. Brandes Investment Partners, Inc. disclaims any direct ownership of the shares reported in this Schedule 13G, except for an amount that is substantially less than one per cent of the number of shares reported herein. |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | ¨ |
| 11. | Percent of Class Represented by Amount in Row (9) | 7.99% |
| 12. | Type of Reporting Person (See Instructions) | CO, OO (Control Person) |
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| CUSIP No. | 05337M104 |
| 1. | Names of Reporting Persons. | Brandes Worldwide Holdings, L.P. |
| I.R.S. Identification Nos. of above persons (entities only). 33-0836630 | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) ¨ | ||
| (b) ¨ | ||
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of Organization | Delaware |
| Number of | 5. | Sole Voting Power | |
| Shares Bene- | |||
| ficially owned | 6. | Shared Voting Power | 3,298,109 ADRs |
| by Each | |||
| Reporting | 7. | Sole Dispositive Power | |
| Person With: | |||
| 8. | Shared Dispositive Power | 3,308,250 ADRs |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | 3,308,250 ADR shares are deemed to be beneficially owned by Brandes Worldwide Holdings, L.P., as a control person of the investment adviser. Brandes Worldwide Holdings, L.P. disclaims any direct ownership of the shares reported in this Schedule 13G. |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | ¨ |
| 11. | Percent of Class Represented by Amount in Row (9) | 7.99% |
| 12. | Type of Reporting Person (See Instructions) | PN, OO (Control Person) |
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| CUSIP No. | 05337M104 |
| 1. | Names of Reporting Persons. | Charles H. Brandes |
| I.R.S. Identification Nos. of above persons (entities only). | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) ¨ | ||
| (b) ¨ | ||
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of Organization | USA |
| Number of | 5. | Sole Voting Power | |
| Shares Bene- | |||
| ficially owned | 6. | Shared Voting Power | 3,298,109 ADRs |
| by Each | |||
| Reporting | 7. | Sole Dispositive Power | |
| Person With: | |||
| 8. | Shared Dispositive Power | 3,308,250 ADRs |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | 3,308,250 ADR shares are deemed to be beneficially owned by Charles H. Brandes, a control person of the investment adviser. Mr. Brandes disclaims any direct ownership of the shares reported in this Schedule 13G, except for an amount that is substantially less than one per cent of the number of shares reported herein. |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | ¨ |
| 11. | Percent of Class Represented by Amount in Row (9) | 7.99% |
| 12. | Type of Reporting Person (See Instructions) | IN, OO (Control Person) |
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| Item 1(a) | Name of Issuer: |
Avadel Pharmaceuticals
| Item 1(b) | Address of Issuer’s Principal Executive Offices: |
Block 10-1 Blanchardstown Corporate Park
Ballycoolin Dublin 15, Ireland
| Item 2(a) | Name of Person Filing: |
| (i) | Brandes Investment Partners, L.P. |
| (ii) | Brandes Investment Partners, Inc. |
| (iii) | Brandes Worldwide Holdings, L.P. |
| (iv) | Charles H. Brandes |
| Item 2(b) | Address of Principal Business office or, if None, Residence: |
| (i) | 11988 El Camino Real, Suite 600, San Diego, CA 92130 |
| (ii) | 11988 El Camino Real, Suite 600, San Diego, CA 92130 |
| (iii) | 11988 El Camino Real, Suite 600, San Diego, CA 92130 |
| (iv) | 11988 El Camino Real, Suite 600, San Diego, CA 92130 |
| Item 2(c) | Citizenship |
| (i) | Delaware |
| (ii) | California |
| (iii) | Delaware |
| (iv) | USA |
| Item 2(d) | Title of Class Securities: |
American Depository Receipts and Common Shares
| Item 2(e) | CUSIP Number: |
05337M104
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act (15 U.S.C. 80a-8). | |
| (e) | ¨ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E). | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(ii)(F). | |
| (g) | ¨ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G). | |
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). | |
| (j) | þ | Group, in accordance with § 240.13d-1(b)(1)(ii)(J). |
This statement is filed by Brandes Investment Partners, L.P., an investment adviser registered under the Investment Advisers Act of 1940, its control persons and its holding company. (See, also, Exhibit A.)
| Item 4. | Ownership: |
| (a) | Amount Beneficially Owned: 3,308,250 ADRs |
| (b) | Percent of Class: 7.99% |
| (c) | Number of shares as to which the joint filers have: |
| (i) | sole power to vote or to direct the vote: 0 |
| (ii) | shared power to vote or to direct the vote: 3,298,109 ADRs and |
| (iii) | sole power to dispose or to direct the disposition of: 0 |
| (iv) | shared power to dispose or to direct the disposition of: 3,308,250 ADRs |
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class securities, check the following ¨. N/A
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. N/A |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
N/A
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| Item 8. | Identification and Classification of Members of the Group. |
See Exhibit A
| Item 9. | Notice of Dissolution of Group. |
N/A
| Item 10. | Certification: |
| (a) | The following certification shall be included if the statement is filed pursuant to § 240.13d-1(b): |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 2, 2018
| BRANDES INVESTMENT PARTNERS, L.P. | ||
| By: | /s/ Ian Rose | |
| Ian Rose as Attorney-In-Fact for | ||
| Charles H. Brandes, President of | ||
| Brandes Investment Partners, Inc., its General Partner | ||
| BRANDES INVESTMENT PARTNERS, INC. | ||
| By: | /s/ Ian Rose | |
| Ian Rose as Attorney-In-Fact for | ||
| Charles H. Brandes, President | ||
| BRANDES WORLDWIDE HOLDINGS, L.P. | ||
| By: | /s/ Ian Rose | |
| Ian Rose as Attorney-In-Fact for | ||
| Charles H. Brandes, President of | ||
| Brandes Investment Partners, Inc., its General Partner | ||
| By: | /s/ Ian Rose | |
| Ian Rose as Attorney-In-Fact for | ||
| Charles H. Brandes, Control Person | ||
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EXHIBITS
Exhibit A is incorporated by reference to Exhibit A of Schedule 13G for Homex Development Corp. filed January 7, 2014.
Exhibit B is incorporated by reference to Exhibit B of Schedule 13G for Schedule 13G for Homex Development Corp. filed January 7, 2014.
Exhibit C is incorporated by reference to Exhibit B of Schedule 13D for AsiaInfo-Linkage Inc. filed August 7, 2013.
Exhibit D is incorporated by reference to Exhibit C of Schedule 13D for AsiaInfo-Linkage Inc. filed August 7, 2013.