Item 1.01 Entry into a Material Definitive Agreement.
On June 19, 2020, Perrigo Finance Unlimited Company, a public unlimited company
incorporated under the laws of Ireland (the "Issuer"), and a wholly-owned
finance subsidiary of Perrigo Company plc, a public limited company incorporated
under the laws of Ireland (the "Company"), announced the closing of its offering
of $750.0 million aggregate principal amount of its 3.150% Senior Notes due 2030
(the "Notes"), pursuant to supplemental indenture no. 3, dated as of June 19,
2020, among the Issuer, the Company, as guarantor, and Wells Fargo Bank,
National Association, as trustee (the "Third Supplemental Indenture"), to an
indenture, dated as of December 2, 2014, among the Issuer, the Company and Wells
Fargo Bank, National Association, as trustee (the "Base Indenture," and together
with the Third Supplemental Indenture, the "Indenture"). The sale of the Notes
has been registered with the Securities and Exchange Commission (the "SEC") in a
registration statement on Form S-3 (File No. 333-239115) (the "Registration
Statement").
The net proceeds from the offering were approximately $737.1 million, after
deducting the underwriting discount and offering expenses paid by the Issuer. As
previously disclosed, the Company intends to use the net proceeds of the
offering to fund the redemption of the Issuer's 3.500% Senior Notes due
March 15, 2021 (the "March 2021 Notes") and the Issuer's 3.500% Senior Notes due
December 15, 2021 (the "December 2021 Notes" and together with the March 2021
Notes, the "2021 Notes") pursuant to the applicable provisions of the indentures
governing the 2021 Notes, with the balance used for general corporate purposes,
which may include the repayment or redemption of additional indebtedness.
References to the redemption of the 2021 Notes do not constitute a notice of
redemption pursuant to the terms of the indenture governing the 2021 Notes.
Notes and the Indenture
Interest and Maturity
The Notes will bear interest at the rate of 3.150% per annum. Interest on the
Notes is payable on June 15 and December 15 of each year, beginning on
December 15, 2020. The interest rate payable on the Notes will be subject to
adjustment based on certain rating events. The Notes will mature on June 15,
2030.
Guarantee; No Security
The Notes will not be secured and will be the Issuer's senior obligations. The
Notes will be guaranteed on a senior unsecured basis by the Company. The Notes
will not be guaranteed by any of the Company's other subsidiaries.
Optional Redemption
Prior to March 15, 2030, the Issuer may redeem all or part of the Notes at any
time or from time to time at a redemption price equal to the greater of 100% of
the principal amount of the Notes to be redeemed and a "make-whole" amount
applicable to such Notes as described in the Indenture plus accrued and unpaid
interest to, but excluding, the redemption date. On or after March 15, 2030, the
Issuer may redeem all or part of the Notes of the applicable series at any time
or from time to time at a redemption price equal to 100% of the principal amount
of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding,
the redemption date.
Change of Control Triggering Event
Upon the occurrence of a Change of Control Triggering Event (as defined in the
Indenture) with respect to the Notes, unless the Issuer has exercised the option
to redeem the Notes, the Issuer will be required to offer payment in cash equal
to 101% of the aggregate principal amount of the Notes repurchased, plus accrued
and unpaid interest and additional interest, if any, on the applicable Notes
repurchased to, but not including, the date of repurchase.
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Covenants
The Indenture contains covenants, including limitations that restrict the
Issuer's activities, the Company's ability and the ability of certain of its
subsidiaries to create or incur secured indebtedness and enter into sale and
leaseback transactions and the ability of the Issuer and the Company to
consolidate, merge or transfer all or substantially all of the their respective
assets and the assets of its subsidiaries, in each case subject to material
exceptions described in the Indenture.
Events of Default
The Indenture also provides for customary events of default which, if any of
them occurs, would permit or would require the principal and accrued interest on
the affected series of Notes to become due and payable immediately following any
applicable grace period.
The foregoing summary does not purport to be complete and is qualified in its
entirety by reference to the Base Indenture and Third Supplemental Indenture.
The Base Indenture was filed with the SEC as Exhibit 4.1 to the Company's
Current Report on Form 8-K filed on December 2, 2014 and is incorporated by
reference into the Registration Statement. The Third Supplemental Indenture,
including a form of the Notes attached thereto, is filed herewith as Exhibit 4.1
and is incorporated herein by reference. Certain legal opinions related to the
Notes are attached hereto as Exhibits 5.1 and 5.2 and are incorporated by
reference into the Registration Statement.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated by reference into this
Item 2.03.
Item 8.01 Other Events.
Underwriting Agreement
On June 16, 2020, the Issuer entered into an underwriting agreement (the
"Underwriting Agreement") with the Company, BofA Securities, Inc., J.P. Morgan
Securities LLC and Wells Fargo Securities, LLC, as representatives of the
several underwriters named therein, in connection with the offer and sale by the
Issuer of the Notes. The Underwriting Agreement contains representations by the
Company and indemnification on certain matters in favor of the underwriters
named therein. In the ordinary course of their business, the underwriters and
certain of their affiliates have in the past and/or may in the future engage in
investment and commercial banking or other transactions of a financial nature
with the Company or its affiliates, including the provision of certain advisory
services and the making of loans to the Company and its affiliates in the
ordinary course of their business for which they will receive customary fees or
expenses. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this
Current Report on Form 8-K and is incorporated by reference into the
Registration Statement. The description of the material terms of the
Underwriting Agreement does not purport to be complete and is qualified in its
entirety by reference to such exhibit.
On June 19, 2020, the Company issued a press release announcing the closing of
the Notes offering. A copy of the press release is filed as Exhibit 99.1 to this
Current Report on Form 8-K.
Redemption of 2021 Notes
On June 19, 2020, the Company issued a notice of redemption to redeem all of its
outstanding March 2021 Notes and December 2021 Notes. The Company expects
to redeem all of the 2021 Notes using the net proceeds from the Notes offering.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 1.1 Underwriting Agreement, dated as of June 16, 2020, among the
Issuer, the Company, BofA Securities Inc., J.P Morgan Securities
LLC and Wells Fargo Securities LLC, as representatives of the
several Underwriters.
Exhibit 4.1 Third Supplemental Indenture, dated as of June 19, 2020, among
the Issuer, the Company and Wells Fargo Bank, National
Association, as trustee.
Exhibit 4.2 Form of 3.150% Note due 2030 (included in the Third
Supplemental Indenture filed as Exhibit 4.1).
Exhibit 5.1 Opinion of A&L Goodbody.
Exhibit 5.2 Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP.
Exhibit 23.1 Consent of A&L Goodbody (included in Exhibit 5.1).
Exhibit 23.2 Consent of Fried, Frank, Harris, Shriver & Jacobson LLP
(included in Exhibit 5.2).
Exhibit 99.1 Press release issued by Perrigo Company plc on June 19, 2020.
104 Cover Page Interactive Data File (formatted in iXBRL in Exhibit
101).
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this Current Report on Form 8-K may be so-called
"forward-looking statements" within the meaning of, and subject to the safe
harbor created by, Section 21E of the Securities Exchange Act of 1934, as
amended. These statements relate to future events or the Company's future
financial performance and involve known and unknown risks, uncertainties and
other factors that may cause the Company's, or its industry's, actual results,
levels of activity, performance or achievements to be materially different from
those expressed or implied by any forward-looking statements. In particular,
statements about the Company's expectations, beliefs, plans, objectives,
assumptions, future events or future performance contained in this form, are
forward-looking statements. In some cases, forward-looking statements can be
identified by terminology such as "may," "will," "could," "would," "should,"
"expect," "plan," "anticipate," "intend," "believe," "estimate," "forecast,"
"predict," "potential" or the negative of those terms or other comparable
terminology. The Company has based these forward-looking statements on its
current expectations, assumptions, estimates and projections. While the Company
believes these expectations, assumptions, estimates and projections are
reasonable, such forward-looking statements are only predictions and involve
known and unknown risks and uncertainties, many of which are beyond the
Company's control. Risks and uncertainties include risks relating to the
successful completion of the transactions contemplated herein. These and other
important factors, including those discussed under "Risk Factors" in the
Company's Annual Report on Form 10-K for the year ended December 31, 2019 and in
the Company's subsequently filed Quarterly Report on Form 10-Q for the quarter
ended March 31, 2020, and in any subsequent filings with the SEC and in other
investor communications of the Company from time to time, may cause actual
results, performance or achievements to differ materially from those expressed
or implied by these forward-looking statements. The forward-looking statements
in this document are made only as of the date hereof, and unless otherwise
required by applicable securities laws, the Company disclaims any intention or
obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
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