PERRIGO CO PLC: entering into a material definitive agreement, termination of a material definitive agreement, creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant, other events, statements financials and exhibits (Form 8-K)

Section 1.01 Entering into a Material Definitive Agreement.

As stated earlier, on March 8, 2018, Perrigo Company plca public limited company organized under the laws of Ireland (the “Company”), and Perrigo Finance Unlimiteda public limited company governed by the laws of
Ireland and a wholly owned financial subsidiary of the Company (“Perrigo
Finance”), entered into a revolving credit agreement by and between the Company,
Perrigo Finance, JPMorgan Chase Bank, North America., as administrative agent, and the other lenders parties to it (the “Existing Revolving Credit Agreement”).

On August 15, 2019the company and Perrigo Finance has entered into a term credit agreement by and between the Company, Perrigo Finance, JPMorgan Chase Bank, North America., as administrative agent, and the other lenders parties thereto (the “Existing Term Credit Agreement” and, together with the Existing Revolving Credit Agreement, the “Existing Credit Agreements”).

On April 20, 2022 (the “Effective Date”), the Company terminated the existing credit agreements and, pursuant to a new credit agreement (the “New Credit Agreement”), entered into new first-grade secured credit facilities rank which consist of (i) a $1.0 billion five-year revolving credit facility (the “New Revolving Facility”), (ii) a $500 million five-year Term Loan Facility A (the “New Term Loan Facility A”) and (iii) a $1.1 billion seven-year Term Loan B Facility (the “New Term Loan B Facility” and, together with the New Term Loan A Facility, the “New Term Loan Facilities”, and the New term loan with the new revolving facility, the “New Senior Secured Credit Facilities”). The new senior secured credit facilities are contracted by the Company’s indirect wholly-owned subsidiary, Perrigo Investments, LLC (“Perrigo Investments”) and will be guaranteed, together with any hedging or cash management obligations entered into with a lender, by the Company and certain other wholly-owned subsidiaries of the Company. Perrigo Investments and the Company’s subsidiaries that guarantee the New Senior Secured Credit Facilities (the “Loan Parties”) will also provide Company guarantees and Perrigo Finance other existing tickets.

The Loan Parties’ obligations under the New Credit Agreement are secured, subject to customary liens permitted and other agreed exceptions, by a perfected security interest in (i) all of the Loan Parties’ tangible and intangible assets, except for certain Excluded Assets, and (ii) so long as certain Notes of the Company have been fully redeemed and other conditions have been satisfied, all equity interests of the Lending Parties’ subsidiaries held by the Lending Parties (limited, to the extent shareholdings of certain foreign subsidiaries and of certain national subsidiaries which do not hold any assets other than the shareholdings of foreign subsidiaries, to 65% of the voting shares of these subsidiaries).

The New Credit Agreement contains customary representations and warranties and customary positive and negative covenants applicable to the Company and its consolidated subsidiaries, including, among other things, restrictions on indebtedness, liens, investments, mergers, disposals, prepayment of other debts and dividends and other distributions. The New Credit Agreement contains financial covenants that obligate the Company and its Restricted Subsidiaries not to (i) exceed a maximum guaranteed net leverage ratio or (ii) fall below a cash interest coverage ratio.

The New Credit Agreement contains events of default that are customary for a facility of this nature, including (subject in certain cases to grace periods and thresholds) non-payment of principal, non-payment of interest, charges or other amounts, material misstatement of representations and warranties, breach of covenants, cross default of payment of other material debts, bankruptcy or insolvency, failure by security documents to create a valid and enforceable security interest in any material portion of the collateral intended to be covered by it, material judgment defaults and change of control as specified in the new credit agreement. In the event of the occurrence of an event of default, the due date of the amounts due may be brought forward.

————————————————– ——————————

In the normal course of business, the financial institutions parties to the New Credit Agreement and certain of their affiliates have in the past and/or may in the future engage in investment and commercial banking or other transactions of a financial nature with the Company or its affiliates, including the provision of certain consulting services and the granting of loans to the Company and its affiliates in the normal course of their activities for which they will receive customary fees or expenses.

The foregoing description of the New Credit Agreement and New Senior Secured Credit Facilities does not purport to be complete and is qualified in its entirety by reference to the full text of the New Credit Agreement, a copy of which is attached hereto. as Exhibit 10.1, the terms of which are incorporated herein by reference.

Section 1.02 Termination of a Material Definitive Agreement.

The information set out in Section 1.01 is incorporated by reference into this Section 1.02. The Company and Perrigo The Department of Finance has terminated the Existing Revolving Credit Agreement and the Existing Term Loan Agreement in accordance with their terms.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under a

Off-balance sheet arrangement of a registrant.

The information set out in Section 1.01 is incorporated by reference in this Section 2.03.

Item 8.01 Other Events

On April 20, 2022the Company has issued redemption notices to (i) redeem all of its outstanding 4.00% senior bonds due 2023 (the “4.00% Bonds”) and (ii) redeem all of Perrigo Holding SA 5.1045% Senior Secured Notes outstanding and due 2023 (the “5.1045% Notes” and, together with the 4.00% Notes, the “Redemption Notes”). The Company expects to redeem the redemption notes on May 20, 2022
using proceeds from the new term loan facilities.

Moreover, on April 20, 2022, the Company issued a press release announcing the closing of the new senior secured credit facilities. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial statements and supporting documents

Exhibits

Exhibit
Number                                    Description

10.1           Term Loan and Revolving Credit Agreement by and among Perrigo
             Company plc, as parent, Perrigo Investments, LLC, as a borrower, the
             Designated Borrowers, the Lenders, the Issuing Banks, and the Swing
             Line Lenders from time to time party thereto, and JPMorgan Chase Bank,
             N.A., as Administrative Agent, and as Collateral Agent, dated as of
             April 20, 2022*

99.1           Press Release issued by Perrigo Company plc on April 20, 2022

104          Cover Page Interactive Data file (embedded within the Inline XBRL
             document).

* Certain attachments and exhibits have been omitted pursuant to Section 601(a)(5) of the

SK regulations. The company undertakes to provide in addition a copy of any

appendix or exhibit omitted from SECOND at his request.

————————————————– ——————————

© Edgar Online, source Previews