Item 1.01 Entry into a Material Definitive Agreement.
On July 1, 2021, Viatris Inc. ("Viatris") entered into the Amended and Restated
Revolving Credit Agreement and the Term Loan Credit Agreement (in each case, as
defined and described below).
Amended and Restated Revolving Credit Agreement
On July 1, 2021, Viatris entered into an amended and restated revolving credit
agreement (the "Amended and Restated Revolving Credit Agreement"), by and among
Viatris, certain affiliates and subsidiaries of Viatris as guarantors, certain
lenders and issuing banks from time to time party thereto and Bank of America,
N.A., as administrative agent (in such capacity, the "Revolving Administrative
Agent"). The Amended and Restated Revolving Credit Agreement contains a
revolving credit facility (the "Revolving Credit Facility") under which Viatris
may obtain extensions of credit in an aggregate principal amount not to exceed
$4,000,000,000, in U.S. dollars or alternative currencies including Euro,
Sterling, Yen and any other currency that is approved by the Revolving
Administrative Agent and each lender under the Revolving Credit Facility.
The Revolving Credit Facility will be available to Viatris from and after the
satisfaction of certain customary conditions (the date such conditions are
satisfied or waived being referred to as the "Revolver Closing Date").
The Amended and Restated Revolving Credit Agreement includes a $300,000,000
subfacility for the issuance of letters of credit and a $175,000,000 sublimit
for swingline borrowings. The swingline borrowings will be made available in
U.S. dollars only. Viatris may seek additional commitments under the Revolving
Credit Facility from lenders or other financial institutions designated by
Viatris up to an aggregate amount such that Viatris would be in compliance with
the financial covenant described below, after giving effect to such increase in
the commitments and the application of proceeds therefrom. In determining pro
forma compliance with the financial covenant described below, any indebtedness
that is proposed to be incurred will be added to Viatris' consolidated total
indebtedness, and if such indebtedness is incurred in connection with an
acquisition, the consolidated EBITDA of the acquired business for the trailing
four quarters will be added to (or, if negative, subtracted from) Viatris'
consolidated EBITDA for the same period.
Proceeds from the Revolving Credit Facility will be used for general lawful
corporate purposes of Viatris and its subsidiaries, including, without
limitation, to repay outstanding obligations under Viatris' existing
$4,000,000,000 revolving credit facility, dated as of June 16, 2020 (as amended,
restated or modified from time to time, the "Existing Revolving Credit
Agreement"), among Viatris, as borrower, certain subsidiaries of Viatris, as
guarantors, certain lenders and issuing banks from time to time party thereto
and Bank of America, N.A., as administrative agent.
As of the Revolver Closing Date, the Revolving Credit Facility will be
guaranteed by Mylan Inc., Utah Acquisition Sub Inc. and Mylan II B.V. and after
the Revolver Closing Date, each other subsidiary of Viatris that guarantees (or
is otherwise a co-obligor of) third party indebtedness in excess of $500,000,000
other than (i) any wholly owned subsidiary of Viatris which engages in no
activities other than in connection with the financing of receivables of the
receivables sellers and which is designated as a receivables entity by Viatris
("Receivables Entity") and (ii) Upjohn Finance B.V., a private limited liability
company (besloten vennootschap met beperkte aansprakelijkheid) incorporated and
existing under the laws of the Netherlands ("Finco") so long as it (a) does not
hold (directly and together with its subsidiaries) more than de minimis assets
(other than (x) any intercompany notes or receivables that relate to the
repayment of principal and interest of any indebtedness of Finco issued after
June 16, 2020 and on or prior to the Closing Date (as defined in the Existing
Revolving Credit Agreement) or (y) any proceeds from any indebtedness of Finco
(so long as such proceeds are intended to be distributed to Viatris) or
intercompany notes or receivables that relate to the distribution of such
proceeds), (b) generates more than de minimis consolidated EBITDA and (c) does
not at any time guarantee any third-party indebtedness of Viatris.
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The Revolving Credit Facility will initially bear interest at the LIBO, EURIBO
or TIBO ("Eurocurrency") Rate or SONIA (in each case, determined in accordance
with the Amended and Restated Revolving Credit Agreement), as applicable, plus
1.20% per annum, if Viatris chooses to make Eurocurrency or SONIA borrowings, or
at a base rate (determined in accordance with the Amended and Restated Revolving
Credit Agreement) plus 0.20% per annum. The Revolving Credit Facility has a
facility fee, which currently accrues at 0.175% on the daily amount of the
aggregate revolving commitments of the lenders. The applicable margins over the
Eurocurrency Rate and the base rate for the revolver can fluctuate based on the
long-term unsecured senior, non-credit enhanced debt rating of Viatris by S&P
Global Ratings, Moody's Investors Service, Inc. and Fitch Ratings, Inc.
The Amended and Restated Revolving Credit Agreement contains customary
affirmative covenants for facilities of this type, including among others,
covenants pertaining to the delivery of financial statements, notices of default
and certain material events, maintenance of corporate existence and rights,
property, and insurance and compliance with laws, as well as customary negative
covenants for facilities of this type, including limitations on the incurrence
of subsidiary indebtedness, liens, mergers and certain other fundamental
changes, investments and loans, acquisitions, transactions with affiliates,
payments of dividends and other restricted payments and changes in Viatris'
lines of business. The Amended and Restated Revolving Credit Agreement contains
a financial covenant requiring maintenance of a leverage ratio no greater than
4.25 to 1.00 as of the last day of each fiscal quarter ending after the Revolver
Closing Date through and including the fiscal quarter ending June 30, 2022, 4.00
to 1.00 as of the last day of each fiscal quarter ending after June 30, 2022
through and including the fiscal quarter ending December 31, 2022 and 3.75 to
1.00 as of the last day of any fiscal quarter thereafter. The Revolving Credit
Facility is scheduled to expire on the date that is five years from the Revolver
Closing Date.
The Amended and Restated Revolving Credit Agreement contains default provisions
customary for facilities of this type, which are subject to customary grace
periods and materiality thresholds, including, among others, defaults related to
payment failures, failure to comply with covenants, material misrepresentations,
defaults under other material indebtedness, the occurrence of a "change in
control", bankruptcy and related events, material judgments, certain events
related to pension plans and the invalidity or revocation of any loan document
or any guarantee agreement of Viatris or any subsidiary that becomes a guarantor
as described above. If an event of default occurs under the Amended and Restated
Revolving Credit Agreement, the lenders may, among other things, terminate their
commitments and declare immediately payable all borrowings. The default
provisions in the Amended and Restated Revolving Credit Agreement are applicable
only from and after the Revolver Closing Date.
Amounts drawn on the Revolving Credit Facility become due and payable on the
date that is five years from the Revolver Closing Date. Amounts drawn on the
Revolving Credit Facility may be voluntarily prepaid without penalty or premium,
other than customary breakage costs related to prepayments of Eurocurrency and
SONIA borrowings.
The foregoing summary of the Amended and Restated Revolving Credit Agreement
does not purport to be complete and is subject to, and qualified in its entirety
by, the full text of the Amended and Restated Revolving Credit Agreement, which
is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Term Loan Credit Agreement
On July 1, 2021, Viatris entered into a term loan credit agreement (the "Term
Loan Credit Agreement"), by and among Viatris, certain affiliates and
subsidiaries of Viatris as guarantors, each Lender from time to time party
thereto and Mizuho Bank, Ltd., as administrative agent. The Term Loan Credit
Agreement provides for a ¥40,000,000,000 principal amount senior unsecured term
loan facility (the "Term Loan Credit Facility").
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The Term Loan Credit Facility will be available to Viatris upon satisfaction of
certain customary conditions (the date such conditions are satisfied or waived
being referred to as the "Term Closing Date"). Viatris intends to use the
¥40,000,000,000 aggregate principal amount available under the Term Loan Credit
Facility for general lawful corporate purposes of Viatris and its subsidiaries.
As of the Term Closing Date, the Term Loan Credit Facility will be guaranteed by
Mylan Inc., Utah Acquisition Sub Inc. and Mylan II B.V. and after the Term
Closing Date, each other Subsidiary of Viatris that guarantees (or is otherwise
a co-obligor of) third party indebtedness in excess of $500,000,000 other than
(i) any Receivables Entity and (ii) Finco so long as it (a) does not hold
(directly, and together with its subsidiaries) more than de minimis assets
(other than (x) any intercompany notes or receivables that relate to the
. . .
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 Current Report on Form 8-K with
respect to the Amended and Restated Revolving Credit Agreement and Term Loan
Credit Agreement is hereby incorporated by reference into this Item 2.03 of this
Current Report on Form 8-K insofar as it relates to the creation of a direct
financial obligation of Viatris.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Amended and Restated Revolving Credit Agreement, dated as of
July 1, 2021, among Viatris, the guarantors from time to time
party thereto, the lenders and issuing banks from time to time
party thereto and Bank of America, N.A., as administrative
agent.*
10.2 Term Loan Credit Agreement, dated as of July 1, 2021, among
Viatris, the guarantors from time to time party thereto, the
lenders from time to time party thereto and Mizuho Bank, Ltd., as
administrative agent.*
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document.
* Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5)
of Regulation S-K. Viatris agrees to furnish supplementally a copy of any
omitted attachment to the SEC on a confidential basis upon request.
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