Item 2.01. Completion of Acquisition or Disposition of Assets.
On September 17, 2021, PerkinElmer, Inc. (the "Company"), through its direct,
wholly owned subsidiaries, Burton Acquisition I, Inc. ( "Merger Sub I") and
Burton Acquisition II, Inc. ("Merger Sub II" and, together with Merger Sub I,
the "Merger Subs"), completed its acquisition of BioLegend, Inc. ("BioLegend")
pursuant to the Agreement and Plan of Merger dated as of July 25, 2021 (the
"Merger Agreement") by and among the Company, the Merger Subs, BioLegend and
Gene Lay, solely in his capacity as the stockholder representative thereunder.
On September 17, 2021, in accordance with the Merger Agreement, Merger Sub I was
merged with and into BioLegend (the "First Merger"), with BioLegend surviving
the First Merger as a wholly owned subsidiary of the Company, and, immediately
following the First Merger, BioLegend was merged with and into Merger Sub II
(the "Second Merger" and, together with the First Merger, the "Merger"), with
Merger Sub II surviving the Second Merger as a wholly owned subsidiary of the
Company.
In connection with the consummation of the Merger, the Company paid an aggregate
purchase price of approximately $5.25 billion, subject to certain working
capital and other adjustments (the "Aggregate Consideration"). The Aggregate
Consideration was paid approximately 59.5% in cash and 40.5% in shares of the
Company's common stock valued at $156.3561 per share, representing the volume
weighted average trading price of the Company's common stock for the ten trading
day period ending on the day immediately prior to the date the Merger Agreement
was signed (the "Stock Consideration"). The Stock Consideration consisted of
14,066,771 shares of the Company's common stock and was issued on September 17,
2021 in a private placement pursuant to an exemption from registration under the
Securities Act of 1933, as amended (the "Securities Act"), provided by
Section 4(a)(2) of the Securities Act.
The foregoing description of the Merger Agreement is qualified in its entirety
by reference to the full text of the Merger Agreement, which is filed as Exhibit
2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
As previously reported, (i) on September 10, 2021, the Company issued
$500,000,000 aggregate principal amount of 0.550% Senior Notes due 2023,
$800,000,000 aggregate principal amount of 0.850% Senior Notes due 2024,
$500,000,000 aggregate principal amount of 1.900% Senior Notes due 2028 and
$500,000,000 aggregate principal amount of 2.250% Senior Notes due 2031 in a
public offering pursuant to a registration statement on Form S-3 (File
No. 333-230425) and a base prospectus and a prospectus supplement related to the
offering of such notes (the "Offering"), which notes were issued under an
indenture, dated as of October 25, 2011 (the "Base Indenture") by and between
the Company and U.S. Bank National Association (the "Trustee"), as supplemented
by a Seventh Supplemental Indenture, dated as of September 10, 2021 (the
"Supplemental Indenture") by and between the Company and the Trustee, (ii) on
August 11, 2021, the Company entered into an unsecured delayed draw term loan
credit facility (the "Term Loan Credit Agreement") with Bank of America, N.A.,
as Administrative Agent and the Lenders party thereto, that provides for a
$500 million committed term loan credit facility and (iii) on August 24, 2021,
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the Company entered into an unsecured revolving credit facility (the "Revolving
Credit Agreement") with PerkinElmer Health Sciences, Inc., PerkinElmer Life
Sciences International Holdings, PerkinElmer Global Holdings S.à r.l. and
PerkinElmer Health Sciences B.V. as Borrowers, Bank of America, N.A. as
Administrative Agent, Swing Line Lender and an L/C Issuer, the Lenders party
thereto and the other L/C Issuers party thereto, that provides for a
$1.5 billion committed unsecured revolving credit facility available through
August 24, 2026. At the closing of the term loan credit facility and revolving
credit facility, the Company did not borrow any funds under either the Term Loan
Credit Agreement or the Revolving Credit Agreement.
The cash consideration payable in connection with the closing of the Merger was
funded through a combination of $2.28 billion in proceeds from the Offering, a
drawdown on September 16, 2021 of the full $500 million available under the Term
Loan Credit Agreement, a draw on September 16, 2021 on the Revolving Credit
Agreement of approximately $300 million, a portion of which was used for the
Merger, and cash on hand. The description of the Offering set forth in Item 1.01
in the Company's Current Report on Form 8-K filed on September 10, 2021, the
description of the Term Loan Credit Agreement set forth in Item 1.01 in the
Company's Current Report on Form 8-K filed on August 12, 2021 and the
description of the Revolving Credit Agreement set forth in Item 1.01 in the
Company's Current Report on Form 8-K filed on August 25, 2021 are incorporated
herein by reference. In addition, the foregoing description of the Base
Indenture is qualified in its entirety by reference to the full text of the Base
Indenture, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and
is incorporated herein by reference, the foregoing description of the
Supplemental Indenture is qualified in its entirety by reference to the full
text of the Supplemental Indenture, which is filed as Exhibit 4.2 to this
Current Report on Form 8-K and is incorporated herein by reference, the
foregoing description of the Term Loan Credit Agreement is qualified in its
entirety by reference to the full text of the Term Loan Credit Agreement, which
is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference, and the foregoing description of the Revolving Credit
Agreement is qualified in its entirety by reference to the full text of the
Revolving Credit Agreement, which is filed as Exhibit 99.2 to this Current
Report on Form 8-K and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 2.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in Item 2.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 3.02.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired
The financial statements required by this item are not being filed herewith. To
the extent such information is required by this item, it will be filed with the
Securities and Exchange Commission (the "SEC") by amendment to this Current
Report on Form 8-K no later than 71 days after the date on which this Current
Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information
The pro forma financial information required by this item is not being filed
herewith. To the extent such information is required by this item, it will be
filed with the SEC by amendment to this Current Report on Form 8-K no later than
71 days after the date on which this Current Report on Form 8-K is required to
be filed.
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(d) Exhibits
Exhibit
No. Description
2.1(1) Agreement and Plan of Merger, dated as of July 25, 2021, by and
among PerkinElmer, Inc., Burton Acquisition I, Inc.,
Burton Acquisition II, Inc., BioLegend, Inc. and Gene Lay, solely in
his capacity as the Stockholder Representative (incorporated herein by
reference to Exhibit 2.1 to PerkinElmer, Inc.'s Current Report on Form
8-K filed with the SEC on July 27, 2021 (File No. 001-05075)).
4.1 Indenture, dated as of October 25, 2011, by and between the Company
and U.S. Bank National Association (incorporated herein by reference
to Exhibit 99.1 to the Company's Current Report on Form 8-K filed with
the SEC on October 27, 2011 (File No. 001-05075)).
4.2 Seventh Supplemental Indenture, dated as of September 10, 2021, by
and between the Company and U.S. Bank National Association, as trustee
(including the form of note contained therein) (incorporated herein by
reference to Exhibit 4.2 to the Company's Current Report on
Form 8-K filed with the SEC on September 10, 2021
(File No. 001-05075)).
99.1 Term Loan Credit Agreement, dated as of August 11, 2021, among
PerkinElmer, Inc., Bank of America, N.A. as Administrative Agent and
the Lenders party thereto (incorporated herein by reference to Exhibit
99.1 to PerkinElmer, Inc.'s Current Report on Form 8-K filed with the
SEC on August 12, 2021 (File No. 001-05075)).
99.2 Credit Agreement, dated as of August 24, 2021, among PerkinElmer,
Inc., PerkinElmer Health Sciences, Inc., PerkinElmer Life Sciences
International Holdings, PerkinElmer Global Holdings S.à r.l. and
PerkinElmer Health Sciences B.V. as Borrowers, Bank of America, N.A.
as Administrative Agent, Swing Line Lender and an L/C Issuer, the
Lenders party thereto and the other L/C Issuers party thereto
(incorporated herein by reference to Exhibit 99.1 to PerkinElmer,
Inc.'s Current Report on Form 8-K filed with the SEC on August 25,
2021 (File No. 001-05075)).
104 Cover Page Interactive Data File (formatted as inline XBRL with
applicable taxonomy extension information contained in Exhibit 101)
(1) The exhibits and schedules to the Merger Agreement have been omitted from
this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees
to furnish copies of any of such exhibits or schedules to the SEC upon
request.
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