Item 1.01. Entry into a Material Definitive Agreement
In connection with the closing of the Merger,
The Share Exchange Event Supplemental Indenture amends the Indenture to provide
that, upon consummation of the Merger, the right to convert the Convertible
Notes into Shares was changed to a right to convert the Convertible Notes
(pursuant to, and subject to the conditions of, the Indenture) solely into the
"Reference Property" equal to
Following the consummation of the Merger, AMAG, Covis Finco and the Trustee
entered into a Third Supplemental Indenture, dated as of
The foregoing descriptions of the Share Exchange Event Supplemental Indenture and the Assumption Supplemental Indenture do not purport to be complete and are qualified in its entirety by the full text of the Share Exchange Event Supplemental Indenture and the Assumption Supplemental Indenture, respectively, copies of which are included as Exhibits 4.1 and 4.2, respectively, and incorporated by reference herein.
Item 2.01. Completion of Acquisition or Disposition of Assets
The information contained in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
On the Closing Date, in connection with the Merger, AMAG and certain of its
wholly owned subsidiaries entered into guarantees in respect of Covis Finco's
obligations under an Amended and Restated Credit Agreement, dated as of the
Closing Date, by and among Covis Finco, Covis Midco 2 S.à r.l., a Luxembourg
company ("Covis Midco"), the lenders party thereto,
· a first out term loan facility (the "Term Loan A Facility"), in an aggregate
principal amount of approximately
which approximately
incremental term loans under the Amended and Restated Credit Agreement;
· a last out term loan facility (the "Term Loan B Facility"), in an aggregate
principal amount of approximately
of which approximately
of incremental term loans under the Amended and Restated Credit Agreement;
· a delayed draw first out term loan facility (the "Delayed Draw Term Loan A
Facility"), in an aggregate principal amount of approximately
a maturity of five years;
· a delayed draw last out term loan facility (the "Delayed Draw Term Loan B
Facility" and, together with the Delayed Draw Term Loan A Facility, the "Delayed Draw Term Loan Facility", and, together with the Term Loan A Facility, the Term Loan B Facility and the Delayed Draw Term Loan A Facility, the "Term Loan Facility") in an aggregate principal amount of approximately$302 million with a maturity of five years; and
· a revolving credit facility (the "Revolving Credit Facility" and, together with
the Term Loan Facility, the "Senior Facilities"), in an aggregate principal
amount of
In addition, Covis Finco may request one or more incremental term loan facilities so long as Covis Finco satisfies a certain net total leverage ratio, subject to certain conditions and receipt of commitments by existing or additional lenders.
All obligations under the Senior Facilities are unconditionally guaranteed by Covis Midco and each of Covis Finco's existing and future direct and indirect, wholly owned material subsidiaries (including, from and after the Closing Date, AMAG and certain of its wholly owned material subsidiaries), subject to certain exceptions. The obligations are secured by a pledge of all of Covis Finco's assets and those of each guarantor (including, from and after the Closing Date, AMAG and certain of its wholly owned material subsidiaries), including a pledge of the capital stock of all entities directly held by Covis Finco or the guarantors in each case subject to exceptions. Such security interests consist of a first- priority lien with respect to the collateral.
Item 2.04. Triggering Events that Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement
The consummation of the Merger constitutes a Share Exchange Event and the consummation of the Offer and the Merger each constitutes a Fundamental Change and a Make-Whole Fundamental Change (each as defined in the Indenture) under the Indenture. As a result of the Fundamental Change, each holder of the Convertible Notes shall have the right to require the Company to repurchase its Convertible Notes or alternatively, to surrender its Convertible Notes for conversion.
Pursuant to the Indenture, on a date to be specified by the Company in
accordance with the terms of the Indenture (the "Fundamental Change Repurchase
Date"), each holder of the Convertible Notes has the right, at the holder's
option, to require the Company to purchase for cash all of such holder's
Convertible Notes, or any portion thereof that is a multiple of
Holders who surrender their Convertible Notes for conversion from and after the
effective time of the Merger at any time when the Convertible Notes are
convertible will receive cash in an amount equal to
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
In connection with the consummation of the transactions described in Item 2.01
of this Current Report on Form 8-K, which are incorporated by reference herein,
AMAG notified The Nasdaq Global Select Market ("NASDAQ") of the consummation of
the Merger and requested that NASDAQ (i) halt trading in the Shares, (ii)
suspend trading of and delist the Shares and (iii) file with the
Item 3.03. Material Modification to Rights of Security Holders
The information set forth under Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
As set forth under Item 2.01 of this Current Report on Form 8-K, at the effective time of the Merger, each Share (other than (i) Shares held in the treasury of AMAG, (ii) Shares that at the commencement of the Offer were owned by Covis or Merger Sub or (iii) Shares irrevocably accepted for payment in the Offer) was automatically canceled and converted into the right to receive an amount in cash equal to the Offer Price, without interest.
Item 5.01. Changes in Control of Registrant
The information set forth under Items 2.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of the completion of the Merger, a change in control of AMAG occurred, and AMAG became a wholly owned subsidiary of Covis.
Item 5.02. Departure of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
In accordance with the Merger Agreement, at the effective time of the Merger,
each of
Pursuant to the terms of the Merger Agreement, at the effective time of the
Merger,
Information about
Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO, originally
filed with the
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, AMAG's certificate of incorporation and bylaws were each amended and restated in their entirety. Copies of the amended and restated certificate of incorporation and amended and restated bylaws are attached as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. Exhibit Description 2.1* Agreement and Plan of Merger, dated as ofOctober 1, 2020 , by and amongAMAG Pharmaceuticals, Inc. , Covis Group S.à r.l., andCovis Mergerco Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by AMAG onOctober 1, 2020 ) 3.1 Amended and Restated Certificate of Incorporation ofAMAG Pharmaceuticals, Inc. 3.2 Amended and Restated Bylaws ofAMAG Pharmaceuticals, Inc. 4.1 Supplemental Indenture, dated as ofNovember 16, 2020 , betweenAMAG Pharmaceuticals, Inc. andWilmington Trust, National Association 4.2 Supplemental Indenture, dated as ofNovember 16, 2020 , amongAMAG Pharmaceuticals, Inc. , Covis Finco S.à r.l. andWilmington Trust, National Association 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL * Schedules omitted pursuant to Item 601(a)(5) ofRegulation S-K. AMAG Pharmaceuticals, Inc. agrees to furnish supplementally a copy of any
omitted schedule to the
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