Item 7.01 Regulation FD Disclosure
Attached as Exhibit 99.1 hereto are materials that Perrigo Company plc (the
"Company") intends to present to prospective lenders in connection with the
launch of the syndication of new senior secured credit facilities expected to
consist of (i) a $1,000 million five-year revolving credit facility (the "New
Revolving Facility") and (ii) a $300 million five-year term loan A facility and
a $800 million seven-year term loan B facility (the "New Term Loan Facilities"
and, together with the New Revolving Facility, the "New Senior Secured Credit
Facilities") through its indirect wholly-owned subsidiary, Perrigo Investments,
LLC, as more fully described below. The materials include information relating
to the Company's pro forma Adjusted EBITDA defined in Exhibit 99.1, as well as a
reconciliation of the Company's pro forma Adjusted EBITDA to pro forma loss from
continuing operations determined in accordance with GAAP.
Attached as Exhibit 99.2 hereto are the audited consolidated statements of
financial position of Héra SAS ("Héra") as of December 31, 2021 and 2020 and the
related consolidated statements of profit and loss, statements of comprehensive
income, statements of cash flows and statements of changes in equity for each of
the years in the two-year period ended December 31, 2021.
Attached as Exhibit 99.3 hereto is the Company's Unaudited Pro Forma Condensed
Combined Financial Information as of and for the year ended December 31, 2021,
which gives pro forma effect to the Transactions (as defined therein) as if they
had occurred on December 31, 2021, in the case of the unaudited pro forma
condensed combined balance sheet, and as of January 1, 2021, in the case of the
unaudited pro forma condensed combined statement of operations.
The information in this Item 7.01, including Exhibit 99.1, Exhibit 99.2 and
Exhibit 99.3 furnished herewith, is being furnished and shall not be deemed
"filed" for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), or otherwise subject to the liabilities of that
Section, and shall not be incorporated by reference into any registration
statement or other document pursuant to the Securities Act of 1933, as amended,
or the Exchange Act, except as otherwise expressly stated in such filing.
There can be no assurance that any of the transactions described herein,
including entering into the New Senior Secured Credit Facilities or the
acquisition of Héra, will be consummated at all or on the terms currently
contemplated. We urge you to read the section entitled "Risk Factors" in the
Company's Annual Report on Form 10-K for the year ended December 31, 2021.
Item 8.01 Other Events
Attached hereto as Exhibit 99.4 is a press release issued by the Company on
March 28, 2022, announcing that it has launched the syndication of the New
Senior Secured Credit Facilities. The New Senior Secured Credit Facilities will
be guaranteed by the Company and certain wholly-owned subsidiaries of the
Company.
Subject to market and other conditions, the Company intends to borrow
approximately $1,600 million, inclusive of the New Term Loan Facilities and
$500 million of other unsecured debt (but excluding undrawn availability under
the New Revolving Facility). The Company intends to use the net proceeds of
these borrowings, together with cash on hand, to finance the purchase price for
the previously announced acquisition of Héra and to refinance certain existing
indebtedness of the Company and its subsidiaries, including its outstanding term
loan facility and outstanding debt securities maturing in 2023. The Company will
use any amounts borrowed from time to time under the New Revolving Facility,
which will replace its existing revolving facility, for general corporate
purposes.
The terms of the proposed refinancing, including but not limited to the
principal amount, interest rate and maturity of the New Senior Secured Credit
Facilities, and the consummation of the acquisition of Héra are subject to a
number of significant conditions, and there can be no assurance that the Company
will consummate any of these transactions on the anticipated terms or timing, or
at all. In addition, entering into the New Senior Secured Credit Facilities is
not conditioned upon consummation of the acquisition of Héra.
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K are "forward-looking
statements." 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 actual results, levels of activity, performance
or achievements of the Company or its industry to be materially different from
those expressed or implied by any forward-looking statements. In some
cases, forward-looking statements can be identified by terminology such as
"may," "will," "could," "would," "should," "expect," "forecast," "plan,"
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"anticipate," "intend," "believe," "estimate," "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, including: the
Company's expectations with respect to the syndication and closing of the New
Senior Secured Credit Facilities and the other contemplated refinancing
transactions, and the use of net proceeds therefrom, the effect of the novel
coronavirus (COVID-19) pandemic and its variants and the associated supply chain
impacts on the Company's business; general economic, credit, and market
conditions; the outbreak of war between Russia and Ukraine, including the
imposition of sanctions related thereto, or escalation of conflict in other
regions where the Company does business; future impairment charges; customer
acceptance of new products; competition from other industry participants, some
of whom have greater marketing resources or larger market shares in certain
product categories than the Company does; pricing pressures from customers and
consumers; resolution of uncertain tax positions, including the Company's appeal
of the draft and final Notices of Proposed Assessment ("NOPAs") issued by the
U.S. Internal Revenue Service and the impact that an adverse result in any such
proceedings would have on operating results, cash flows, and liquidity; pending
and potential third-party claims and litigation, including litigation relating
to the Company's restatement of previously-filed financial information and
litigation relating to uncertain tax positions, including the NOPAs; potential
impacts of ongoing or future government investigations and regulatory
initiatives; potential costs and reputational impact of product recalls or sales
halts; the impact of tax reform legislation and healthcare policy; the timing,
amount and cost of any share repurchases; fluctuations in currency exchange
rates and interest rates; the success of the sale of the Rx business, including
the ability to achieve the expected benefits thereof and the risk that potential
costs or liabilities incurred or retained in connection with the transaction may
exceed the Company's estimates or adversely affect the Company's business or
operations; the consummation and success of the proposed acquisition of Héra and
the ability to achieve the expected benefits thereof, including the risk that
the parties fail to obtain the required regulatory approvals or to fulfill the
other conditions to closing on the expected timeframe or at all, the occurrence
of any other event, change or circumstance that could delay the transaction or
result in the termination of the securities sale agreement or the risks that
Company's synergy estimates are inaccurate or that the Company faces higher than
anticipated integration or other costs in connection with the proposed
acquisition; the consummation and success of other announced acquisitions or
dispositions, and the Company's ability to realize the desired benefits thereof;
and the Company's ability to execute and achieve the desired benefits of
announced cost-reduction efforts and strategic and other initiatives. An adverse
result with respect to the Company's appeal of any material outstanding tax
assessments or pending litigation, including securities or drug pricing matters,
could ultimately require the use of corporate assets to pay such assessments,
damages from third-party claims, and related interest and/or penalties, and any
such use of corporate assets would limit the assets available for other
corporate purposes. These and other important factors, including those discussed
under "Risk Factors" in the Company's Form 10-K for the year ended December 31,
2021, as well as the Company's subsequent filings with the United States
Securities and Exchange Commission, 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 Current
Report on Form 8-K 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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Item 9.01 Financial Statements and Exhibits
Exhibits
Exhibit Number Description
99.1 Supplemental Materials, dated March 28, 2022
99.2 Audited consolidated financial statements of Héra SAS as of
and for the years ended December 31, 2021 and 2020
99.3 Unaudited pro forma condensed combined financial
information of the Company as of and for the year ended
December 31, 2021
99.4 Press Release
104 Cover Page Interactive Data file (embedded within the Inline
XBRL document).
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