UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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Item 8.01. Other Events.
On March 2, 2022, Bio-Rad Laboratories, Inc. (“Bio-Rad”) completed a public offering (the “Offering”) of $400,000,000 aggregate principal amount of its 3.300% Senior Notes due 2027 (the “2027 Notes”) and $800,000,000 aggregate principal amount of its 3.700% Senior Notes due 2032 (the “2032 Notes” and, together with the 2027 Notes, the “Notes”) pursuant to the terms of an underwriting agreement dated as of February 23, 2022 (the “Underwriting Agreement”) with Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, and J.P. Morgan Securities LLC, as representatives of the several underwriters named in Schedule A thereto, with respect to the offering and sale by Bio-Rad of the Notes. The offering has been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-3 (Registration No. 333-262737) (the “Registration Statement”) of Bio-Rad and the Prospectus Supplement dated February 23, 2022, which was filed with the Securities and Exchange Commission pursuant to Rule 424(b)(2) of the Securities Act on February 25, 2022. Bio-Rad received net proceeds from the offering, after deducting the underwriting discount and estimated offering expenses payable by it, of approximately $1.186 billion.
The Notes were issued pursuant to an indenture dated as of March 2, 2022 (the “Base Indenture”) between Bio-Rad and Wilmington Trust, National Association, as trustee (the “Trustee”), and the First Supplemental Indenture dated as of March 2, 2022 (the “Supplemental Indenture,” and, together with the Base Indenture, the “Indenture”) between Bio-Rad and the Trustee. Each of the 2027 Notes and the 2032 Notes are represented by global securities executed by Bio-Rad on March 2, 2022 (together, the “Global Securities”) and are unsecured senior obligations that rank equally in right of payment with all of Bio-Rad’s other existing and future unsecured, unsubordinated debt. The 2027 Notes bear interest at an annual rate of 3.300%, and the 2032 Notes bear interest at an annual rate of 3.700%, payable semiannually in arrears by Bio-Rad on March 15 and September 15 of each year, beginning on September 15, 2022. The 2027 Notes mature on March 15, 2027 and the 2032 Notes mature on March 15, 2032.
Bio-Rad may redeem the Notes at its option at any time, in whole or in part, at a redemption price calculated in accordance with the Indenture. The Indenture includes covenants that limit the ability of Bio-Rad to, among other things, (i) grant specified liens, (ii) engage in specified sale and leaseback transactions, (iii) consolidate or merge with or into other companies or (iv) sell all or substantially all of Bio-Rad’s assets. The restrictive covenants are subject to a number of exceptions and qualifications set forth in the Indenture. The Indenture provides for events of default, including (i) interest payment defaults, (ii) breaches of covenants or warranties, (iii) certain payment defaults and (iv) the occurrence of events of bankruptcy, insolvency or reorganization. If any event of default occurs and is continuing, subject to certain exceptions, the Trustee or the holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately, together with any accrued and unpaid interest.
The above descriptions are qualified in their entirety by reference to the text of the Base Indenture, the Supplemental Indenture, and the Global Securities. The Underwriting Agreement is filed as Exhibit 1.1. The Base Indenture is filed as Exhibit 4.1, the Supplemental Indenture is filed as Exhibit 4.2, and the form of Global Securities are filed as Exhibits 4.3, and 4.4 to this Current Report on Form 8-K.
On March 2, 2022, Bio-Rad issued a press release announcing the closing of the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BIO-RAD LABORATORIES, INC. | ||||
| (Registrant) | ||||
| DATE: March 2, 2022 | By: | /s/ Timothy S. Ernst | ||
| Timothy S. Ernst | ||||
| Executive Vice President, General Counsel and Secretary | ||||