0001193125-14-422660.txt : 20141124 0001193125-14-422660.hdr.sgml : 20141124 20141124090636 ACCESSION NUMBER: 0001193125-14-422660 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20141124 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20141124 DATE AS OF CHANGE: 20141124 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PERRIGO Co plc CENTRAL INDEX KEY: 0001585364 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: L2 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36353 FILM NUMBER: 141245019 BUSINESS ADDRESS: STREET 1: TREASURY BUILDING STREET 2: LOWER GRAND CANAL STREET CITY: DUBLIN STATE: L2 ZIP: 2 BUSINESS PHONE: 269-673-8451 MAIL ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 FORMER COMPANY: FORMER CONFORMED NAME: PERRIGO Co Ltd DATE OF NAME CHANGE: 20130828 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Perrigo Finance plc CENTRAL INDEX KEY: 0001323993 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-128234-38 FILM NUMBER: 141245020 BUSINESS ADDRESS: STREET 1: TREASURY BUILDING STREET 2: LOWER GRAND CANAL STREET CITY: DUBLIN STATE: L2 ZIP: 2 BUSINESS PHONE: 353 1 709 4000 MAIL ADDRESS: STREET 1: TREASURY BUILDING STREET 2: LOWER GRAND CANAL STREET CITY: DUBLIN STATE: L2 ZIP: 2 FORMER COMPANY: FORMER CONFORMED NAME: Elan Finance public LTD CO DATE OF NAME CHANGE: 20050415 8-K 1 d826083d8k.htm 8-K 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 24, 2014

 

 

PERRIGO COMPANY PLC

PERRIGO FINANCE PLC

(Exact name of registrant as specified in its charter)

 

 

Commission file number 001-36353

 

Ireland   Not Applicable
(State or other jurisdiction
of incorporation or organization)		   (I.R.S. Employer
Identification No.)

Treasury Building, Lower Grand Canal Street, Dublin 2,

Ireland

   Not Applicable
(Address of principal executive offices)   (Zip Code)

+353 1 7094000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 8.01 Other Events.

Existing Notes Guarantees Release

Each of the guarantors under the Indenture (the “Indenture”), dated as of November 8, 2013, among Perrigo Company plc (the “Company”), the guarantors party thereto and Wells Fargo Bank, National Association, as Trustee, have been released of their guarantees and have no further liability or obligations pursuant to Section 1712 of the Indenture and upon the release by the banks of their guarantee, as of November 21, 2014.

Equity Offering Greenshoe Exercise

On November 24, 2014, the Company issued a press release announcing that the underwriters for the Company’s public equity offering of 5,921,053 ordinary shares announced in its Current Report on Form 8-K, filed on November 20, 2014, exercised their option, in full, to purchase an additional 888,157 ordinary shares of the Company at $152.00 per share, less the underwriting discount. The press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

New Notes Offering Launch

On November 24, 2014, the Company issued a press release announcing that Perrigo Finance plc, a finance subsidiary of the Company incorporated under the laws of Ireland (the “Issuer”), commenced a registered public offering of three series of Senior Notes (collectively, the “New Notes”). The New Notes will be fully and unconditionally guaranteed on a senior unsecured basis by the Company. The exact terms and timing of the offering will depend upon market conditions and other factors. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

The Company intends to use the net proceeds of the New Notes offering to fund a portion of the cash consideration for its proposed acquisition (the “Acquisition”) of Omega Pharma Invest NV (“Omega”), as previously disclosed in the Company’s Current Report on Form-8-K filed with the Securities and Exchange Commission (the “SEC”) on November 6, 2014. The New Notes offering is not contingent on the consummation of the Acquisition. If the Acquisition is not consummated for any reason, the proceeds from the New Notes offering will be used to redeem the notes at a redemption price of 101% of the aggregate principal amount of the notes, plus accrued and unpaid interest to, but not including, the redemption date. The New Notes offering is expected to close prior to the consummation of the Acquisition. In connection with the New Notes offering, the Company expects to file with the SEC a preliminary prospectus supplement dated November 24, 2014 pursuant to the Company’s shelf registration statement on Form S-3, which became effective on November 20, 2014.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit 99.1    Press release issued by Perrigo Company plc on November 24, 2014.
Exhibit 99.2    Press release issued by Perrigo Company plc on November 24, 2014.

No Offer or Solicitation

This Form 8-K does not constitute an offer to sell, or an invitation to subscribe for, purchase or exchange, any securities, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law.

Cautionary Statement Regarding Forward-Looking Statements

This Form 8-K includes certain “forward looking statements” within the meaning of, and subject to the safe harbor created by, Section 21E of the Securities Exchange Act of 1934, as amended, with respect to the business, strategy and plans of the Company, its expectations and its future financial condition and performance. Statements that are

not historical facts, including statements about the Company’s managements’ beliefs and expectations, are forward looking statements. Words such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential” or the negative of those terms or other comparable terminology are intended to identify forward looking statements but are not the exclusive means of identifying such statements. While the Company believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond the Company’s control. By their nature, forward looking statements involve risk and uncertainty because they relate to events and depend upon future circumstances that may or may not occur. Actual results may differ materially from the Company’s current expectations depending upon a number of factors affecting the Company’s business. These factors include, among others, the inherent uncertainty associated with financial projections; successful completion of the transactions contemplated herein; the risks and uncertainties normally incident to the pharmaceutical industry, including product liability claims and the availability of product liability insurance; market acceptance of and continued demand for the Company’s products; changes in tax laws or interpretations that could increase the Company’s tax liabilities; and such other risks and uncertainties detailed in the Company’s periodic public filings with the SEC, including but not limited to those discussed under “Risk Factors” in the Company’s Form 10-K for the fiscal year ended June 28, 2014, in the subsequent filings with the SEC and in other investor communications of the Company from time to time. The forward-looking statements in this document are made only as of the date hereof, and unless otherwise required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Signature

Pursuant to the requirement 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.

Dated: November 24, 2014

 

PERRIGO COMPANY PLC

(Registrant)

By:  

/s/ Judy L. Brown

 

Judy L. Brown

Executive Vice President and

Chief Financial Officer

(Principal Accounting and Financial Officer)

PERRIGO FINANCE PLC

(Registrant)

By:  

/s/ Todd W. Kingma

 

Todd W. Kingma

Secretary (Principal Officer)

Exhibit Index

 

Exhibit 99.1    Press release issued by Perrigo Company plc on November 24, 2014.
Exhibit 99.2    Press release issued by Perrigo Company plc on November 24, 2014.
 EX-99.1 2 d826083dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

LOGO

PERRIGO COMPANY PLC ANNOUNCES UNDERWRITERS’ FULL EXERCISE OF OPTION TO

PURCHASE ORDINARY SHARES IN CONNECTION WITH THE EQUITY OFFERING

Dublin, Ireland — (November 24, 2014) — Perrigo Company plc (“Perrigo”) (NYSE: PRGO; TASE), a leading global provider of “Quality Affordable Healthcare Products®,” today announced that the underwriters for Perrigo’s previously announced public equity offering of 5,921,053 ordinary shares exercised their option, in full, to purchase an additional 888,157 ordinary shares of Perrigo at $152.00 per share, less the underwriting discount (collectively, the “Equity Offering”).

Perrigo estimates that the net proceeds from the full exercise of the option will be approximately $135 million and that the total net proceeds of the Equity Offering will be approximately $1.0 billion. Perrigo intends to use the net proceeds of the Equity Offering, together with the proceeds of other financing sources, to fund the cash consideration for its proposed acquisition (the “Acquisition”) of Omega Pharma Invest NV (“Omega”) and to repay or refinance certain indebtedness of Perrigo and/or Omega. The Equity Offering is not contingent on the consummation of the Acquisition. If the Acquisition is not consummated, then the net proceeds of the Equity Offering will be used for general corporate purposes, which may include capital expenditures; the repayment of debt; investments in subsidiaries; additions to working capital; the repurchase, redemption or retirement of our securities; acquisitions and other business opportunities. The Equity Offering is expected to close on November 26, 2014, which is prior to the expected date of the consummation of the Acquisition.

J.P. Morgan, Barclays and BofA Merrill Lynch acted as the joint book-running managers in the offering.

The offering is being made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (“SEC”). The offering will be made only by means of a prospectus supplement relating to the offering and the accompanying base prospectus, copies of which may be obtained by contacting: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, telephone: (866) 803-9204; or Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, email: Barclaysprospectus@broadridge.com, or telephone: (888) 603-5847.

About Perrigo

From its beginnings as a packager of generic home remedies in 1887, Perrigo Company plc, headquartered in Ireland, has grown to become a leading global healthcare supplier. Perrigo develops, manufactures and distributes over-the-counter (OTC) and generic prescription (Rx) pharmaceuticals, nutritional products and active pharmaceutical ingredients (API), and receives royalties from Multiple Sclerosis drug Tysabri®. The Company is the world’s largest manufacturer of OTC healthcare products for the store brand market and an industry leader in pharmaceutical technologies. Perrigo’s mission is to offer uncompromised “Quality Affordable Healthcare Products®” and it does so across a wide variety of product categories primarily in the United States, United Kingdom, Mexico, Israel and Australia, as well as more than 40 other key markets worldwide, including Canada, China and Latin America.

For more information:

Arthur J. Shannon, Vice President, Investor Relations and Global Communications, (269) 686-1709, ajshannon@perrigo.com, or Bradley Joseph, Director, Investor Relations and Global Communications, (269) 686-3373, bradley.joseph@perrigo.com.

No Offer or Solicitation

This press release does not constitute an offer to sell, or an invitation to subscribe for, purchase or exchange, any securities, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law.

Cautionary Statement Regarding Forward-Looking Statements

This press release includes certain “forward looking statements” within the meaning of, and subject to the safe harbor created by, Section 21E of the Securities Exchange Act of 1934, as amended, with respect to the business, strategy and plans of the Company, its expectations and its future financial condition and performance. Statements that are not historical facts, including statements about the Company’s managements’ beliefs and expectations, are forward looking statements. Words such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential” or the negative of those terms or other comparable terminology are intended to identify forward looking statements but are not the exclusive means of identifying such statements. While the Company believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond the Company’s control. By their nature, forward looking statements involve risk and uncertainty because they relate to events and depend upon future circumstances that may or may not occur. Actual results may differ materially from the Company’s current expectations depending upon a number of factors affecting the Company’s business. These factors include, among others, the inherent uncertainty associated with financial projections; successful completion of the transactions contemplated herein; the risks and uncertainties normally incident to the pharmaceutical industry, including product liability claims and the availability of product liability insurance; market acceptance of and continued demand for the Company’s products; changes in tax laws or interpretations that could increase the Company’s tax liabilities; and such other risks and uncertainties detailed in the Company’s periodic public filings with the SEC, including but not limited to those discussed under “Risk Factors” in the Company’s Form 10-K for the fiscal year ended June 28, 2014, in the subsequent filings with the SEC and in other investor communications of the Company from time to time. The forward-looking statements in this document are made only as of the date hereof, and unless otherwise required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

EX-99.2 3 d826083dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

 

LOGO

PERRIGO COMPANY PLC ANNOUNCES PROPOSED PUBLIC OFFERING OF

SENIOR NOTES OF ITS FINANCE SUBSIDIARY, PERRIGO FINANCE PLC

Dublin, Ireland — (November 24, 2014) — Perrigo Company plc (“Perrigo”) (NYSE: PRGO; TASE), a leading global provider of “Quality Affordable Healthcare Products®,” today announced that Perrigo Finance plc, a finance subsidiary of Perrigo incorporated under the laws of Ireland (the “Issuer”), commenced a registered public offering of three series of Senior Notes (collectively, the “Notes”). The Notes will be fully and unconditionally guaranteed on a senior unsecured basis by the Company. The exact terms and timing of the offering will depend upon market conditions and other factors.

Perrigo intends to use the net proceeds of the offering, together with the proceeds of other financing sources, to fund the cash consideration for its proposed acquisition (the “Acquisition”) of Omega Pharma Invest NV (“Omega”) and to repay or refinance certain indebtedness of Perrigo and/or Omega. The offering is not contingent on the consummation of the Acquisition. If the Acquisition is not consummated for any reason, the proceeds from the offering will be used to redeem the notes at a redemption price of 101% of the aggregate principal amount of the notes, plus accrued and unpaid interest to, but not including, the redemption date. The offering is expected to close prior to the consummation of the Acquisition.

J.P. Morgan, Barclays, BofA Merrill Lynch, HSBC and Wells Fargo Securities are the joint book-running managers in the offering.

The offering is being made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (“SEC”). The offering will be made only by means of a prospectus supplement relating to the offering and the accompanying base prospectus, copies of which may be obtained by contacting: J.P. Morgan Securities LLC, 383 Madison Avenue, New York, NY 10179, Attn: Investment Grade Syndicate Desk, telephone: (212) 834-4533; or Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, email: Barclaysprospectus@broadridge.com, or telephone: (888) 603-5847.

About Perrigo

From its beginnings as a packager of generic home remedies in 1887, Perrigo Company plc, headquartered in Ireland, has grown to become a leading global healthcare supplier. Perrigo develops, manufactures and distributes over-the-counter (OTC) and generic prescription (Rx) pharmaceuticals, nutritional products and active pharmaceutical ingredients (API), and receives royalties from Multiple Sclerosis drug Tysabri®. The Company is the world’s largest manufacturer of OTC healthcare products for the store brand market and an industry leader in pharmaceutical technologies. Perrigo’s mission is to offer uncompromised “Quality Affordable Healthcare Products®” and it does so across a wide variety of product categories primarily in the United States, United Kingdom, Mexico, Israel and Australia, as well as more than 40 other key markets worldwide, including Canada, China and Latin America.

For more information:

Arthur J. Shannon, Vice President, Investor Relations and Global Communications, (269) 686-1709, ajshannon@perrigo.com, or Bradley Joseph, Director, Investor Relations and Global Communications, (269) 686-3373, bradley.joseph@perrigo.com.

No Offer or Solicitation

This press release does not constitute an offer to sell, or an invitation to subscribe for, purchase or exchange, any securities, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law.

Cautionary Statement Regarding Forward-Looking Statements

This press release includes certain “forward looking statements” within the meaning of, and subject to the safe harbor created by, Section 21E of the Securities Exchange Act of 1934, as amended, with respect to the business, strategy and plans of the Company, its expectations and its future financial condition and performance. Statements that are not historical facts, including statements about the Company’s managements’ beliefs and expectations, are forward looking statements. Words such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential” or the negative of those terms or other comparable terminology are intended to identify forward looking statements but are not the exclusive means of identifying such statements. While the Company believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond the Company’s control. By their nature, forward looking statements involve risk and uncertainty because they relate to events and depend upon future circumstances that may or may not occur. Actual results may differ materially from the Company’s current expectations depending upon a number of factors affecting the Company’s business. These factors include, among others, the inherent uncertainty associated with financial projections; successful completion of the transactions contemplated herein; the risks and uncertainties normally incident to the pharmaceutical industry, including product liability claims and the availability of product liability insurance; market acceptance of and continued demand for the Company’s products; changes in tax laws or interpretations that could increase the Company’s tax liabilities; and such other risks and uncertainties detailed in the Company’s periodic public filings with the SEC, including but not limited to those discussed under “Risk Factors” in the Company’s Form 10-K for the fiscal year ended June 28, 2014, in the subsequent filings with the SEC and in other investor communications of the Company from time to time. The forward-looking statements in this document are made only as of the date hereof, and unless otherwise required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

GRAPHIC 4 g826083g23a34.jpg GRAPHIC begin 644 g826083g23a34.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_X0!X17AI9@``24DJ``@````&`#$!`@`1 M````5@````$#!0`!````:`````,#`0`!``````!P`!!1`0`!`````0`Q`!%1 M!``!````Q`X``!)1!``!````Q`X```````!-:6-R;W-O9G0@3V9F:6-E``"@ MA@$`C[$``/_;`$,`"`8&!P8%"`<'!PD)"`H,%`T,"PL,&1(3#Q0=&A\>'1H< M'"`D+B<@(BPC'!PH-RDL,#$T-#0?)SD].#(\+C,T,O_;`$,!"0D)#`L,&`T- M&#(A'"$R,C(R,C(R,C(R,C(R,C(R,C(R,C(R,C(R,C(R,C(R,C(R,C(R,C(R M,C(R,C(R,C(R,O_``!$(`$T`R@,!(@`"$0$#$0'_Q``?```!!0$!`0$!`0`` M`````````0(#!`4&!P@)"@O_Q`"U$``"`0,#`@0#!04$!````7T!`@,`!!$% M$B$Q008346$'(G$4,H&1H0@C0K'!%5+1\"0S8G*""0H6%Q@9&B4F)R@I*C0U M-CH.$A8:'B(F* MDI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4U=;7V-G: MX>+CY.7FY^CIZO'R\_3U]O?X^?K_Q``?`0`#`0$!`0$!`0$!`````````0(# M!`4&!P@)"@O_Q`"U$0`"`0($!`,$!P4$!``!`G<``0(#$00%(3$&$D%1!V%Q M$R(R@0@40I&AL<$)(S-2\!5B7J"@X2%AH>(B8J2DY25EI>8 MF9JBHZ2EIJ>HJ:JRL[2UMK>XN;K"P\3%QL?(RKR\_3U]O?X^?K_V@`,`P$``A$#$0`_`/?B<`FO)9?C'Y_Z`L7 M_@0?\*OV'QCLI)`M_I>/2KB\).7)RM$R6)A'FO<]0TO5K'6 M;);O3[E)X6_B4]#Z$=C5VOGGP'X@FT+Q-;`.?LMRXBG3/!!X!^H-?0PKEQ.' M="=NC.C#UO:QOU"BBBN=&W-U, M:5>-6_+T):***P-@HHHH`****`"BBB@`HHHH`1ON'Z5\KW7_`!]3_P#71OYF MOJAON'Z5\L7/_'U/_P!=&_F:]3+-Y?(\_'_9/IS2?^0-8_\`7O'_`.@BN=^( MNLVVF>$KR"21?M%VAABCSR<]3CT`KRT^,O&C0I'%/=11*@5%BML``#`YQ52' MP[XJ\2WGFO9WL\C<&>YRH'XM_2IA@^6?/4DK#EBN:/+"+N4/#EC+J7B/3[2) M26>=2<=@#DG\A7N7B7QWH_AIC!,[7%YC/V>'DC_>/05RR:)#\-/"USJTDB7& MLS`0Q/CY8RW9?IU)[XKA?">B2>+?%"P7,LC(V9KF3/S$#KSZDD"MJBAB&ZDO M@C^)E!SH+D7Q,[+_`(7.WG?\@0>7_P!?'S?^@UV'AGQYI'B5_(B9K>\QG[/- MC+?[IZ&IW\#>&GLOLO\`9%N(\8W!<./?=US7AWB#3)O"OBF>T@F<-;2!X)0< M-M/*GZUC3IX?$7C!-,UG.M1M*;NCWKQ-X@B\,Z.VHS0/.@=4V(0#S]:P-!^) MFFZU;^ M&M#G\1:W#IL$GEB3)D?^Z@Y)]Z*&%IRI2E4T:"KB)JHE#5,]%O\`XQ0K=>7I MVDO/%NP'EDV%OH`#6QKWQ)@\/7Z6-WI<[SF%)6V2#"EATY]*LV?PT\-6;6TB MVTKS0.L@D>4DL0<\CICVQ7G/Q6_Y'9_^O>/^M*E##UJBA%:6'4G6IP'+;59DD62YW>5:`@N<$C)[`<=:J^%OB+/XFUE[)=)$,*QM(TGG;BH' MJ,=ZY'P!X#A\16[:EJCR&R1C'%$C8+D=F>G6HK1P]/F@M9?D53E6G:3T1Y>?$O@UM>^W'PQNWI7M M8=1'O)"KC))Z`5\MC_C^'_77_P!FKV_XFZC/8>"MD#%3L^6#3K9[]E.#(&V1Y]CR363!\:/G_?Z*-O_ M`$SN.?U%8?PQ\/66N:U<2W\:RQ6D8=86Z,Q/&1W`Q7JVN>%-'U;29K:2QMXV M"'RY(XPK(<<$$5-2.&HR]FXM^8X.O4CSIV.+G^,\`4^1HLI;L9)P!^@KH/`? MBV_\6&_FN;:&""$HL:QY.2(?B'HGA^5K9I&NKM>&A@P=I_VCT%@/J37MM[T79&#HWQ7T749EAO8Y-/D;@-(0R9_P!X=/QKN'N(DMFN"X\E4+EA MR-N,YKP[XA>"HO#5Q%>6`;^S[@[=C'/E/Z9]#VK;^%7B22623P[>OYD+(6M] M_./[R?3'/YU-7#0E3]M1V[%4Z\U/V=3<]%TS7[;5+AX8DD1UR<..N,9_'D<5 MK50LM(L]/D:2WB(VHC?6;R^1P8_[)].Z3_R!['_KWC_]!%7*IZ3_`,@: MQ_Z]X_\`T$54>"O$*^&_$<5Y-D MVSJ8IMO)"GO^!P:]C"R;PS4-T>9B(KVZYMF=!_P@?C[_`)^W_P#`\U6F^&7B M^YD,DZPRR'C=)=;C^9KVRRU"SU&W6>SN8IXF&0T;`T76H6=C$9+JZA@0=6D< M+_.N18ZLGHE]QT?5*36[^\\HU?1-1\/_``FFL=25%E%\KJ$?<-I]_KFLGX4_ M\CLG_7O)_2N\^)\T=QX!,T+AXY)8F1AT(/0UP?PI_P"1V3_KWD_I713DYX:< MGN[F$XJ->$5Y'NU>$?%;_D=G_P"O>/\`K7N_:O"/BM_R.S_]>\?]:Y\N_C?( MWQO\+YGH/PJ_Y$B+_KO)_.NRF_U,G^Z?Y5QOPJ_Y$B+_`*[R?SKLYO\`4R?[ MI_E7/B/XTO4WH_PH^A\N#_C_`!_UU_K7T'XQL-/U'PE<0ZC=):PJJNL[=$<= M#[^F/>OGP?\`'\/^NO\`6O1_B_?3F?2]/#$6_E&8CLS9Q^@_G7JXFFYU::3L M>=0FH4YMG$:#XAO/"^K&\L9$?@HZMG;*N>_>NJU;XLZEJ6GR6=I90VKRKL:1 M7+M@]=O'%;'P]F\'1Z%']K:Q74LGSC=XW=>,;N,8QTKM8]2\)P/OBNM(C8=U M:,&LJ]:'M-:=VC2E2ER:3LF>8_#_`,#WU]JMOJNH6[P64#"1!(,-*PZ8'IGG M-3_&-G.O:>ASL%L2/KN.?Z5ZU:ZKI]\V+2^MIV](Y0Q_2N&^+&@RW^D0:I;H M7>R)$@`Y\L]_P-94L1*>)4IZ=#2I04:#4-2A\&53R-7?CS-\8_#!KU2O`?AW MXFA\.ZZPNWVV=VHCD?LA!^5OIU_.O>HYXIH1-%*CQ$9#JP((^M98Z$HUFWLS M3"33II=CD/B@D;^!KHOC*R1E/KN`_D37D_@1W3QQI)3.3-@_0@YKJ_BGXLMK M\1Z)82K*D3^9<2(^.IJK\)]!EN]<;6)$(MK12J,>C2$8X^@S^8KKH MKV6$DY];G-5?M,0E'H>U4445Y!Z8A&5(KQ:;X1:])-*XO-/PS$C+/W/^[7M# MML1FP3@$X%<9_P`)/XHU+C2/"LD2'I+J$HC'UV]:Z,]5 MD]1%A!_.H]G'K)?B5SRZ19VY`(((R#U!KS3Q+\*(+VYDN]%N([5W)9K>0'R\ M_P"R1R/I6@?A=9RCN@H/\JNVGPEU^\D!U"]MX$[YWV7]YT7BOP MS<:SX2CT:REB1XS&`TN0,+],USO@GX?:IX;\1+J%W:*ZGOY4P_D12I4,12ES4]?N'4K4:BY9Z':>"M!N?#?AU-.NY(I)5D= MRT1)7!/N*Z"12\;*.I!%<';?%SP[,`)H[V`_[408?H:V+;X@^%KG&W5X4)[2 M@I_,5A4I5N9RE%FT*E))1C(\]'PCUT7(D^V:?C?N^\_KG^[71?%6VTA]%MGO M+GR=0CS]F5%W&3U!'I[UV]OKFDW8!M]2M),_W9E/]:\'\?WDM[XVU`S.2D3B M*/!R`@`Z?S_&NRA*K7JKG=N4YJT:=&F^76Y4T3PAK7B*)YM.L]\*'!DD8(I/ MH">M:O\`PJWQ5_SY6_\`X$+7M>@"P70K)=,:-K,1*(RG3I_/UK2J9YC5YG9: M#A@J?*KL^9]5T'6/#%U%]MMY+60\QR(W!QZ,*]@^''B6?Q'HL]MJ#"6YM2$= MV'^L0C@GWX(-8'Q(OA+;WD[W.B7"6C,?8CD5RW_"M/&$0,,8C\H]0EWA3^%>ZT=*Y(8VK%6W]3IEA*J6%A:Z991V=G"L-O&,*BCI4%YKFE:>I:[ MU&UAQU#R@'\JS-.\;Z'J^LIIFGW+W$[JS;EC(0`#)Y-15J5JRO+9?<5"%*EH MMSHZ*!17.;A1110`4444`%%%%`!1110`4444`)CUJE=Z+IE\"+K3[6;/4O$I M/YXJ]133:V$TGN?#7PM=Y(T[R&/>"1E_3.*P;OX-Z=)DVFIW,/H)%5Q_2 MO2Z*VCB:T=I,RE0I2WB>+7?P=U>++6M]9S^@8,A_K6-=?#CQ5;$DZ=YP]8I5 M;^N:^@J,5O',*RWLS)X*F]M#YS@L?%V@,3;VVJV?KY:M@_EQ3+SQ1XIEB,-W MJ>H!#P5.4S^0%?1]-9%<890WU&:OZ^F[R@F1]3:5HS9\IEADEFY/)R>M=%%X M^\1V]O'!!JOE0QJ%1$C0!0.W2OH-].LI/OV=NWUB4_TIG]D:9_T#K3_OPO\` MA5RS"$_BAPJ?K\%\--?U\A_4Y/XIGSG9^!_$M^P,>D7 M"Y_BFP@_6O0/`WP]U70=