Item 1.01. Entry into a Material Definitive Agreement.

Assumptions and Guarantees of Senior Unsecured Notes

Supplemental Indentures Relating to Viatris Notes

In connection with the transactions, on November 16, 2020, Viatris, Upjohn Finance B.V., a company incorporated under the laws of the Netherlands and a direct wholly owned subsidiary of Viatris ("Upjohn Finance"), Utah Acquisition Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of Viatris ("Utah Acquisition Sub"), Mylan II B.V., a company incorporated under the laws of the Netherlands and an indirect wholly owned subsidiary of Viatris ("Mylan II"), and Mylan Inc., a Pennsylvania corporation and an indirect wholly owned subsidiary of Viatris ("Mylan Inc."), entered into the following supplemental indentures (collectively, the "Viatris Supplemental Indentures") relating to senior unsecured notes previously issued by Viatris or Upjohn Finance, as applicable (collectively, the "Viatris Notes"):





     •    First Supplemental Indenture dated November 16, 2020, by and among
          Viatris, Utah Acquisition Sub, Mylan II, Mylan Inc. and the Bank of New
          York Mellon, as trustee (the "U.S. Dollar Trustee"), to the Indenture
          dated June 22, 2020, by and among Viatris and the U.S. Dollar Trustee,
          relating to the 1.125% senior notes due 2022, 1.650% senior notes due
          2025, 2.300% senior notes due 2027, 2.700% senior notes due 2030, 3.850%
          senior notes due 2040 and 4.000% senior notes due 2050 originally issued
          by Viatris and temporarily guaranteed by Pfizer (which Pfizer guarantee
          has been automatically and unconditionally released); and




     •    First Supplemental Indenture dated November 16, 2020, by and among Upjohn
          Finance, Viatris, Utah Acquisition Sub, Mylan II, Mylan Inc. and
          Citibank, N.A., London Branch, as trustee, paying agent, transfer agent,
          and registrar (the "Euro Trustee"), to the Indenture dated June 23, 2020,
          by and among Upjohn Finance, Viatris and the Euro Trustee, relating to
          the 0.816% senior notes due 2022, 1.023% senior notes due 2024, 1.362%
          senior notes due 2027 and 1.908% senior notes due 2032 originally issued
          by Upjohn Finance, guaranteed by Viatris and temporarily guaranteed by
          Pfizer (which Pfizer guarantee has been automatically and unconditionally
          released).

The Viatris Supplemental Indentures provide for full and unconditional guarantees of the Viatris Notes by Utah Acquisition Sub, Mylan II and Mylan Inc.

In connection with the transactions, the guarantees previously issued by Pfizer of the Viatris Notes were automatically and unconditionally terminated and released in accordance with the terms of the indentures governing the Viatris Notes.

The Viatris Supplemental Indentures are filed as Exhibits 4.1 and 4.2 hereto and incorporated herein by reference.

Supplemental Indentures Relating to Mylan Notes

In connection with the transactions, on November 16, 2020, Viatris, Utah Acquisition Sub, Mylan II and Mylan Inc. entered into the following supplemental indentures (collectively, the "Mylan Supplemental Indentures") relating to senior unsecured notes previously issued by Mylan and guaranteed by Mylan Inc. (the "Mylan N.V. Notes") and senior unsecured notes previously issued by Mylan Inc. and guaranteed by Mylan (the "Mylan Inc. Notes" and, together with the Mylan N.V. Notes, the "Mylan Notes"):





•    First Supplemental Indenture dated November 16, 2020, by and among Viatris,
     Utah Acquisition Sub, Mylan II, Mylan Inc. and the U.S. Dollar Trustee, to
     the Indenture dated December 9, 2015, by and among Mylan, Mylan Inc. and the
     U.S. Dollar Trustee, relating to the 3.750% senior notes due 2020 originally
     issued by Mylan and guaranteed by Mylan Inc.;




•    First Supplemental Indenture dated November 16, 2020, by and among Viatris,
     Utah Acquisition Sub, Mylan II, Mylan Inc. and the U.S. Dollar Trustee, to
     the Indenture dated June 9, 2016, by and among Mylan, Mylan Inc. and the
     U.S. Dollar Trustee, relating to the 3.150% senior notes due 2021, 3.950%
     senior notes due 2026 and 5.250% senior notes due 2046 originally issued by
     Mylan and guaranteed by Mylan Inc.;




•    First Supplemental Indenture dated November 16, 2020, by and among Viatris,
     Utah Acquisition Sub, Mylan II, Mylan Inc. and the Euro Trustee, to the
     Indenture dated November 22, 2016, by and among Mylan, Mylan Inc. and the
     Euro Trustee, relating to the 1.250% senior notes due 2020, 2.250% senior
     notes due 2024 and 3.125% senior notes due 2028 originally issued by Mylan
     and guaranteed by Mylan Inc.;

--------------------------------------------------------------------------------

• Third Supplemental Indenture dated November 16, 2020, by and among Mylan


     Inc., Viatris, Utah Acquisition Sub, Mylan II and the U.S. Dollar Trustee, to
     the Indenture dated December 21, 2012, by and between Mylan Inc. and the
     U.S. Dollar Trustee, relating to the 3.125% senior notes due 2023 originally
     issued by Mylan Inc. and guaranteed by Mylan;

• Fourth Supplemental Indenture dated November 16, 2020, by and among Mylan


     Inc., Viatris, Utah Acquisition Sub, Mylan II and the U.S. Dollar Trustee, to
     the Indenture dated November 29, 2013, by and between Mylan Inc. and the
     U.S. Dollar Trustee, relating to the 4.200% senior notes due 2023 and 5.400%
     senior notes due 2043 originally issued by Mylan Inc. and guaranteed by
     Mylan;

• First Supplemental Indenture dated November 16, 2020, by and among Mylan

Inc., Viatris, Utah Acquisition Sub, Mylan II and the U.S. Dollar Trustee, to . . .

Item 1.02. Termination of a Material Definitive Agreement.

In connection with the transactions, on November 16, 2020, Mylan Inc. terminated (i) the $2.0 billion revolving credit agreement, by and among Mylan Inc., Mylan, certain lenders and issuing banks from time to time party thereto and Bank of America, N.A., as administrative agent (the "Existing Revolving Credit Agreement"), and (ii) the Existing CP Program. There were no material early termination penalties incurred as a result of the termination of the Existing Revolving Credit Agreement and the Existing CP Program.

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 of this Amendment No. 1 on Form 8-K/A with respect to the Viatris Supplemental Indentures and the Mylan Supplemental Indentures is incorporated by reference into this item.

Item 8.01 Other Events.

Viatris will routinely post information that may be important to investors on its website at investor.viatris.com and will use that website as a means of disclosing material information to the public in a broad, non-exclusionary manner for purposes of the SEC's Regulation Fair Disclosure (Reg FD).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following documents are filed herewith unless otherwise indicated:





Exhibit
  No.                                    Description

  4.1        First Supplemental Indenture dated November 16, 2020, by and among
           Viatris Inc., Utah Acquisition Sub Inc., Mylan II B.V., Mylan Inc. and
           the Bank of New York Mellon, as trustee, to the Indenture dated
           June 22, 2020, by and among Viatris Inc. and the Bank of New York
           Mellon, as trustee.

  4.2        First Supplemental Indenture dated November 16, 2020, by and among
           Upjohn Finance B.V., Viatris Inc., Utah Acquisition Sub Inc., Mylan II
           B.V., Mylan Inc. and Citibank, N.A., London Branch, as trustee, paying
           agent, transfer agent, and registrar, to the Indenture dated June 23,
           2020, by and among Upjohn Finance B.V., Viatris Inc. and Citibank,
           N.A., London Branch, as trustee, paying agent, transfer agent, and
           registrar.

  4.3        First Supplemental Indenture dated November 16, 2020, by and among
           Viatris Inc., Utah Acquisition Sub Inc., Mylan II B.V., Mylan Inc. and
           the Bank of New York Mellon, as trustee, to the Indenture dated
           December 9, 2015, by and among Mylan N.V., Mylan Inc. and the Bank of
           New York Mellon, as trustee.

  4.4        First Supplemental Indenture dated November 16, 2020, by and among
           Viatris Inc., Utah Acquisition Sub Inc., Mylan II B.V., Mylan Inc. and
           the Bank of New York Mellon, as trustee, to the Indenture dated June 9,
           2016, by and among Mylan N.V., Mylan Inc. and the Bank of New York
           Mellon, as trustee.

  4.5        First Supplemental Indenture dated November 16, 2020, by and among
           Viatris Inc., Utah Acquisition Sub Inc., Mylan II B.V., Mylan Inc. and
           Citibank, N.A., London Branch, as trustee, paying agent, transfer
           agent, and registrar, to the Indenture dated November 22, 2016, by and
           among Mylan N.V., Mylan Inc. and Citibank, N.A., London Branch, as
           trustee, paying agent, transfer agent, and registrar.

  4.6        Third Supplemental Indenture dated November 16, 2020, by and among
           Mylan Inc., Viatris Inc., Utah Acquisition Sub Inc., Mylan II B.V. and
           the Bank of New York Mellon, as trustee, to the Indenture dated
           December 21, 2012, by and between Mylan Inc. and the Bank of New York
           Mellon, as trustee.

--------------------------------------------------------------------------------


  4.7      Fourth Supplemental Indenture dated November 16, 2020, by and among
         Mylan Inc., Viatris Inc., Utah Acquisition Sub Inc., Mylan II B.V. and
         the Bank of New York Mellon, as trustee, to the Indenture dated
         November 29, 2013, by and between Mylan Inc. and the Bank of New York
         Mellon, as trustee.

  4.8      First Supplemental Indenture dated November 16, 2020, by and among
         Mylan Inc., Viatris Inc., Utah Acquisition Sub Inc., Mylan II B.V. and
         the Bank of New York Mellon, as trustee, to the Indenture dated April 9,
         2018, by and among Mylan Inc., Mylan N.V. and the Bank of New York
         Mellon, as trustee.

  4.9      First Supplemental Indenture dated November 16, 2020, by and among
         Mylan Inc., Viatris Inc., Utah Acquisition Sub Inc., Mylan II B.V. and
         Citibank, N.A., London Branch, as trustee, paying agent, transfer agent,
         and registrar, to the Indenture dated May 23, 2018, by and among Mylan
         Inc., Mylan N.V. and Citibank, N.A., London Branch, as trustee, paying
         agent, transfer agent, and registrar.

 10.1      Form of Dealer Agreement among Viatris, Utah Acquisition Sub Inc.,
         Mylan II B.V., Mylan Inc. and the dealer thereto.

104      Cover Page Interactive Data File - the cover page XBRL tags are embedded
         within the Inline XBRL document.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses