UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
On November 10, 2023, Perrigo Company plc (“Perrigo”) issued a press release announcing that Perrigo Finance Unlimited Company, its wholly owned finance subsidiary (“Perrigo Finance”), commenced a cash tender offer to purchase up to an aggregate principal amount of $300,000,000 of Perrigo Finance’s 3.900% Senior Notes due 2024 (the “Tender Offer”). The Tender Offer is subject to the terms and conditions set forth in the Offer to Purchase, dated November 10, 2023. To finance the Tender Offer, Perrigo, through a wholly owned subsidiary, is concurrently seeking to borrow $300,000,000 of incremental term loans under its existing senior secured credit facilities, subject to market and other conditions. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
This Current Report on Form 8-K is neither an offer to purchase nor a solicitation of an offer to sell any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation or sale would be unlawful.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 99.1 | Press Release issued by Perrigo Company plc on November 10, 2023. | |
| 104 | Cover Page Interactive Data file (embedded within the Inline XBRL document). | |
Forward-Looking Statements
Certain statements in this current report are “forward-looking statements.” These statements relate to future events or the Company’s future financial performance and involve known and unknown risks, uncertainties and other factors that may cause the actual results, levels of activity, performance or achievements of the Company or its industry to be materially different from those expressed or implied by any forward-looking statements. In particular, statements about the Company’s expectations, beliefs, plans, objectives, assumptions, future events or future performance and statements regarding the timing and the terms of the Tender Offer and the proposed term loan financing and any intention to repay with cash on hand the 2024 Notes that remain outstanding after the consummation of the Tender Offer are forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” “would,” “should,” “expect,” “forecast,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential” or the negative of those terms or other comparable terminology. The Company has based these forward-looking statements on its current expectations, assumptions, estimates and projections. 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. These and other important factors, including those discussed under “Risk Factors” in the Company’s Form 10-K for the year ended December 31, 2022 and Quarterly Reports on Form 10-Q for the quarters ended April 1, 2023, July 1, 2023 and September 30, 2023, as well as the Company’s subsequent filings with the United States Securities and Exchange Commission, may cause actual results, performance, or achievements to differ materially from those expressed or implied by these forward-looking statements. The forward-looking statements in this press release 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.
SIGNATURES
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.
| (Registrant) PERRIGO COMPANY PLC | ||||||
| By: | /s/ Eduardo Bezerra | |||||
| Dated: November 13, 2023 | Eduardo Bezerra | |||||
| Chief Financial Officer | ||||||