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 | - | |
(Address of principal executive offices) | (Zip Code) |
Item 1.01 | Entry into a Material Definitive Agreement. |
• | any restatement of the financial statements for the fiscal years ended on or about June 30, 2015 and the six-month transition period ended December 31, 2015, or the fiscal quarters ended on or about December 31, 2014, March 31, 2015, September 30, 2015, March 31, 2016, June 30, 2016 or September 30, 2016, to the extent such restatement results from the reclassification of Tysabri® and related compounds as financial assets or any other matter that does not constitute a material adverse effect; and |
• | deficiencies in the financial statements for the fiscal quarters ended on or about December 31, 2014, March 31, 2015, September 30, 2015, March 31, 2016, June 30, 2016 or September 30, 2016 which would render the Company’s previous representations concerning these financial statements to be inaccurate. |
Item 2.02 | Results of Operations and Financial Condition. |
Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
Item 4.02 | Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. |
• | the fiscal years ended June 28, 2014 and June 27, 2015; |
• | the transition period from June 28, 2015 to December 31, 2015; and |
• | the quarterly periods ended December 28, 2013, March 29, 2014, September 27, 2014, December 27, 2014, March 28, 2015, September 26, 2015, April 2, 2016, July 2, 2016 and October 1, 2016. |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Item 8.01 | Other Events. |
Dated: April 25, 2017 | PERRIGO COMPANY PLC | |
By: | /s/ Todd W. Kingma | |
Name: Todd W. Kingma | ||
Executive Vice President, General Counsel | ||
and Secretary |
(a) | Section 1.01 of the Credit Agreement by adding the following defined term in proper alphabetical order: |
(b) | Section 1.01 of the Credit Agreement by amending and replacing the definition of “Consolidated EBIT” contained therein as follows: |
(a) | (i) the failure to observe or perform Section 5.01(a) of the Credit Agreement solely as a result of any restatement of the Company’s audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows for the Fiscal Years ending on or about June 30, 2015 and December 31, 2015 based on the reclassification of Tysabri® and related compounds as financial assets, any related |
(b) | (i) the failure to observe or perform Section 5.01(b) of the Credit Agreement (x) with respect to the certification that the Company’s consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows for Fiscal Quarters ending on or about December 31, 2014, March 31, 2015, September 30, 2015, March 31, 2016, June 30, 2016 and September 30, 2016 (the “Relevant Financial Statements”) present fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, and (y) solely as a result of any restatement of the Relevant Financial Statements based on the reclassification of Tysabri® and related compounds as financial assets, any related adjustments, and other matters (except to the extent that such matters constitute a Material Adverse Effect) and (ii) any Default or Event of Default (together with the Audited Financial Statement Defaults, the “Specified Defaults”) that has occurred solely as a result of such failure to observe or perform Section 5.01(b). |
PERRIGO FINANCE UNLIMITED COMPANY, | |
as the Revolving Borrower | |
By: | /s/ Lou Cherico |
Name: Lou Cherico | |
Title: Vice President & Treasurer | |
PERRIGO COMPANY PLC, | |
as the Company | |
By: | /s/ Lou Cherico |
Name: Lou Cherico | |
Title: Vice President & Treasurer | |
JPMORGAN CHASE BANK, N.A., | |
as Administrative Agent | |
By: | /s/ Krys Szremski |
Name: Krys Szremski | |
Title: Executive Director | |
JPMORGAN CHASE BANK, N.A., | |
as Lender | |
By: | /s/ Krys Szremski |
Name: Krys Szremski | |
Title: Executive Director | |
BARCLAYS BANK PLC, | |
as Lender | |
By: | /s/ Ritam Bhalla |
Name: Ritam Bhalla | |
Title: Director | |
BANK OF AMERICA, | |
as Lender | |
By: | /s/ Joseph L. Corah |
Name: Joseph L. Corah | |
Title: Director | |
CITIBANK, N.A., | |
as Lender | |
By: | /s/ Laura Fogarty |
Name: Laura Fogarty | |
Title: Vice President | |
CREDIT SUISSE AG, CAYMAN ISLANDS | |
BRANCH, | |
as Lender | |
By: | /s/ Christopher Day |
Name: Christopher Day | |
Title: Authorized Signatory | |
By: | /s/ Tino Schaufelberger |
Name: Tino Schaufelberger | |
Title: Authorized Signatory | |
HSBC BANK USA, N.A., | |
as Lender | |
By: | /s/ Andrew Bicker |
Name: Andrew Bicker | |
Title: Director | |
MORGAN STANLEY BANK, N.A., | |
as Lender | |
By: | /s/ Alice Lee |
Name: Alice Lee | |
Title: Authorized Signatory | |
WELLS FARGO BANK, NATIONAL | |
ASSOCIATION, | |
as Lender | |
By: | /s/ Kirk Tesch |
Name: Kirk Tesch | |
Title: Managing Director | |
CITIZENS BANK, N.A., | |
as Lender | |
By: | /s/ Darran Wee |
Name: Darran Wee | |
Title: Senior Vice President | |
MIZUHO BANK, LTD., | |
as Lender | |
By: | /s/ Bertram H. Tang |
Name: Bertram H. Tang | |
Title: Authorized Signatory | |
FIFTH THIRD BANK, | |
as Lender | |
By: | /s/ Nathaniel E. Sher |
Name: Nathaniel E. Sher | |
Title: Vice President | |
BNP PARIBAS, | |
as Lender | |
By: | /s/ Michael Pearce |
Name: Michael Pearce | |
Title: Managing Director | |
BNP PARIBAS, | |
as Lender | |
By: | /s/ Michael Hoffman |
Name: Michael Hoffman | |
Title: Director | |
PNC BANK, NATIONAL ASSOCIATION, | |
as Lender | |
By: | /s/ Sommer M. Bainbridge |
Name: Sommer M. Bainbridge | |
Title: Senior Vice President | |
ING BANK N.V., DUBLIN BRANCH, | |
as Lender | |
By: | /s/ Cormac Langford |
Name: Cormac Langford | |
Title: Director | |
By: | /s/ Sean Hassett |
Name: Sean Hassett | |
Title: Director |
SUMITOMO MITSUI BANKING | |
CORPORATION, | |
as Lender | |
By: | /s/ Katsuyuki Kubo |
Name: Katsuyuki Kubo | |
Title: Managing Director | |
THE NORTHERN TRUST COMPANY, | |
as Lender | |
By: | /s/ Wicks Barkhausen |
Name: Wicks Barkhausen | |
Title: Vice President | |
US BANK NATIONAL ASSOCIATION, | |
as Lender | |
By: | /s/ Joseph M. Schnorr |
Name: Joseph M. Schnorr | |
Title: Senior Vice President | |
(a) | Section 1.01 of the Credit Agreement by adding the following defined term in proper alphabetical order: |
(b) | Section 1.01 of the Credit Agreement by amending and replacing the definition of “Consolidated EBIT” contained therein as follows: |
(a) | (i) the failure to observe or perform Section 5.01(a) of the Credit Agreement solely as a result of any restatement of the Company’s audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows for the Fiscal Years ending on or about June 30, 2015 and December 31, 2015 based on the reclassification of Tysabri® and related compounds as financial assets, any related adjustments, and other matters (except to the extent that such matters constitute a Material Adverse Effect) and (ii) any Default or Event of Default (the “Audited Financial Statement Defaults”) that has occurred solely as a result of such failure to observe or perform Section 5.01(a); and |
(b) | (i) the failure to observe or perform Section 5.01(b) of the Credit Agreement (x) with respect to the certification that the Company’s consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows for Fiscal Quarters ending on or about December 31, 2014, March 31, 2015, September 30, 2015, March 31, 2016, June 30, 2016 and September 30, 2016 (the “Relevant Financial Statements”) present fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, and (y) solely as a result of any restatement of the Relevant Financial Statements based on the reclassification of Tysabri® and related compounds as financial assets, any related adjustments, and other matters (except to the extent that such matters constitute a Material Adverse Effect) and (ii) any Default or Event of Default (together with the Audited Financial Statement Defaults, the “Specified Defaults”) that has occurred solely as a result of such failure to observe or perform Section 5.01(b). |
PERRIGO FINANCE UNLIMITED COMPANY, | |
as Term Facility Borrower | |
By: | /s/ Lou Cherico |
Name: Lou Cherico | |
Title: Vice President & Treasurer | |
PERRIGO COMPANY PLC, | |
as Term Facility Borrower | |
By: | /s/ Lou Cherico |
Name: Lou Cherico | |
Title: Vice President & Treasurer | |
JPMORGAN CHASE BANK, N.A., | |
as Administrative Agent | |
By: | /s/ Krys Szremski |
Name: Krys Szremski | |
Title: Executive Director | |
JPMORGAN CHASE BANK, N.A., | |
as Lender | |
By: | /s/ Krys Szremski |
Name: Krys Szremski | |
Title: Executive Director | |
FIFTH THIRD BANK, | |
as Lender | |
By: | /s/ Nathaniel E. Sher |
Name:Nathaniel E. Sher | |
Title: Vice President | |
BARCLAYS BANK PLC, | |
as Lender | |
By: | /s/ Ritam Bhalla |
Name:Ritam Bhalla | |
Title: Director | |
BANK OF AMERICA, | |
as Lender | |
By: | /s/ Joseph L. Corah |
Name:Joseph L. Corah | |
Title: Director | |
CITIBANK, N.A., | |
as Lender | |
By: | /s/ Laura Fogarty |
Name:Laura Fogarty | |
Title: Vice President | |
HSBC BANK USA, N.A., | |
as Lender | |
By: | /s/ Andrew Bicker |
Name: Andrew Bicker | |
Title: Director | |
WELLS FARGO BANK, NATIONAL | |
ASSOCIATION, | |
as Lender | |
By: | /s/ Kirk Tesch |
Name: Kirk Tesch | |
Title: Managing Director | |
CITIZENS BANK, N.A., | |
as Lender | |
By: | /s/ Darran Wee |
Name: Darran Wee | |
Title: Senior Vice President | |
MIZUHO BANK, LTD., | |
as Lender | |
By: | /s/ Bertram H. Tang |
Name: Bertram H. Tang | |
Title: Authorized Signatory | |
BNP PARIBAS, | |
as Lender | |
By: | /s/ Michael Pearce |
Name: Michael Pearce | |
Title: Managing Director | |
BNP PARIBAS, | |
as Lender | |
By: | /s/ Michael Hoffman |
Name: Michael Hoffman | |
Title: Director | |
ING BELGIUM NV/SA, | |
as Lender | |
By: | /s/ Ann Larcher |
Name: Ann Larcher | |
Title: Head of Policies, Decisions & | |
Standard Lending |
ING BELGIUM NV/SA, | |
as Lender | |
By: | /s/ Johan Vanhoyland |
Name: Johan Vanhoyland | |
Title: Managing Director Sector Head | |
General Industries & | |
Pharmaceuticals |
PNC BANK, NATIONAL ASSOCIATION, | |
as Lender | |
By: | /s/ Sommer M. Bainbridge |
Name:Sommer M. Bainbridge | |
Title: Senior Vice President | |
SUMITOMO MITSUI BANKING | |
CORPORATION, | |
as Lender | |
By: | /s/ Katsuyuki Kubo |
Name: Katsuyuki Kubo | |
Title: Managing Director | |
CREDIT SUISSE AG, CAYMAN ISLANDS | |
BRANCH, | |
as Lender | |
By: | /s/ Christopher Day |
Name: Christopher Day | |
Title: Authorized Signatory | |
By: | /s/ Tino Schaufelberger |
Name: Tino Schaufelberger | |
Title: Authorized Signatory |
THE NORTHERN TRUST COMPANY, | |
as Lender | |
By: | /s/ Wicks Barkhausen |
Name: Wicks Barkhausen | |
Title: Vice President | |
US BANK NATIONAL ASSOCIATION, | |
as Lender | |
By: | /s/ Joseph M. Schnorr |
Name: Joseph M. Schnorr | |
Title: Senior Vice President | |
• | Tysabri® historical royalty stream determined to be a financial asset; Company to file 2016 Form 10-K, including restated fiscal 2014, fiscal 2015 and transition period 2015 audited financials and certain quarterly financial information as soon as practical |
• | No expected impact on the previously closed sale of Tysabri® |
• | Accounting changes are not expected to have a material impact on net cash flows |
• | Preliminary unaudited first quarter 2017 consolidated net sales were approximately $1.2 billion comprised of CHCA nets sales of approximately $0.58 billion, CHCI net sales of approximately $0.37 billion and Rx net sales of approximately $0.22 billion |
• | Provides select 2017 guidance metrics to exclude Tysabri®; expects consolidated net sales to be between $4.6 billion and $4.8 billion, and operating cash flows to be greater than $575 million, which includes $60 million of cash outflows related to the cost optimization |
• | Consistent with investment grade philosophy, Company to use proceeds from sale of Tysabri® to redeem $600 million in senior notes due in 2018 |
• | Company to conduct conference call today at 5:00pm EST |
• | the fiscal years ended June 28, 2014 and June 27, 2015; |
• | the transition period from June 28, 2015 to December 31, 2015; and |
• | the quarterly periods ended December 28, 2013, March 29, 2014, September 27, 2014, December 27, 2014, March 28, 2015, September 26, 2015, April 2, 2016, July 2, 2016 and October 1, 2016. |