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
Finance”), entered into a revolving credit agreement by and between the Company,
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
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
using proceeds from the new term loan facilities.
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 Lendersfrom 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 plcon April 20, 2022104 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
appendix or exhibit omitted from
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