-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BC9ADafJT6Uv7m6A1l3KKpoAxrCMZy/CK7M/iMIN1kWRsZVhKu2a/uQG6O/8HRDl 1IpTMk2MEhcpCW2Rl0NLdw== 0000950123-10-077424.txt : 20100813 0000950123-10-077424.hdr.sgml : 20100813 20100813171218 ACCESSION NUMBER: 0000950123-10-077424 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100813 ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100813 DATE AS OF CHANGE: 20100813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MYLAN INC. CENTRAL INDEX KEY: 0000069499 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 251211621 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09114 FILM NUMBER: 101016188 BUSINESS ADDRESS: STREET 1: 1500 CORPORATE DRIVE STREET 2: SUITE 400 CITY: CANONSBURG STATE: PA ZIP: 15317 BUSINESS PHONE: 724-514-1800 MAIL ADDRESS: STREET 1: 1500 CORPORATE DRIVE STREET 2: SUITE 400 CITY: CANONSBURG STATE: PA ZIP: 15317 FORMER COMPANY: FORMER CONFORMED NAME: MYLAN LABORATORIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FRM CORP DATE OF NAME CHANGE: 19711003 8-K 1 y86163e8vk.htm FORM 8-K e8vk
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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): August 13, 2010 (August 13, 2010)
MYLAN INC.
(Exact Name of Registrant as Specified in Charter)
         
Pennsylvania   1-9114   25-1211621
(State or Other Jurisdiction   (Commission   (I.R.S. Employer
of Incorporation)   File Number)   Identification No.)
     
1500 Corporate Drive    
Canonsburg, PA   15317
(Address of Principal Executive Offices)   (Zip Code)
Registrant’s telephone number, including area code: (724) 514-1800
     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:
     o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
     o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
     o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
 
     o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
 
 

 


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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item 8.01. Other Events
Item 9.01. Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EX-99.1


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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
     On August 13, 2010, Mylan Inc. (the “Company”) completed a private placement of $300 million aggregate principal amount of Senior Notes due 2020 (the “Notes”). The Notes were issued as additional notes under an existing indenture, dated as of May 19, 2010 (the “Indenture”), among the Company, the guarantors named therein and The Bank of New York Mellon, as trustee, under which Mylan issued $700 million aggregate principal amount of 7.875% Senior Notes due 2020.
     The Notes were issued in a private offering exempt from the registration requirements of the Securities Act of 1933 (the “Securities Act”) to qualified institutional buyers in accordance with Rule 144A and to persons outside of the United States pursuant to Regulation S under the Securities Act. The Notes are the Company’s senior unsecured obligations and are guaranteed on a senior unsecured basis by certain of the Company’s domestic subsidiaries.
     The Notes bear interest at a rate of 7.875% per year, accruing from May 19, 2010. Interest on the Notes is payable semiannually in arrears on January 15 and July 15 of each year, beginning on January 15, 2011. The Notes will mature on July 15, 2020, subject to earlier repurchase or redemption in accordance with the terms of the Indenture.
     The Company may redeem some or all of the Notes at any time prior to July 15, 2015 at a price equal to 100% of the principal amount of the Notes redeemed plus accrued and unpaid interest, if any, to the redemption date and an applicable make-whole premium set forth in the Indenture. On or after July 15, 2015, the Company may redeem some or all of the Notes at redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, to the redemption date. In addition, at any time prior to July 15, 2013, the Company may redeem up to 35% of the aggregate principal amount of Notes at a specified redemption price set forth in the Indenture with the net cash proceeds of certain equity offerings. If the Company experiences certain change of control events, it must offer to repurchase the Notes at 101% of their principal amount, plus accrued and unpaid interest, if any, to the repurchase date.
     The Indenture contains covenants that, among other things, restrict the Company’s ability and the ability of certain of its subsidiaries to incur indebtedness or issue certain preferred equity; enter into sale-leaseback transactions; pay dividends, redeem stock or make other distributions or restricted payments; make certain investments; agree to payment restrictions on the Company’s subsidiaries; sell or otherwise transfer or dispose of assets, including equity interests of the Company’s subsidiaries; enter into transactions with affiliates; create liens; designate subsidiaries as unrestricted subsidiaries; and consolidate, merge or sell substantially all of the Company’s assets. These covenants are subject to a number of important exceptions and qualifications, including the fall away or revision of certain of these covenants upon the Notes receiving investment grade credit ratings.
     The Company intends to use the net proceeds of this offering to finance a portion of the $550 million purchase price for the previously-announced acquisition of all of the equity of Bioniche Pharma Holdings Limited, a privately held, global injectable pharmaceutical company.

 


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If the Bioniche Pharma acquisition is not consummated, the Company intends to use the net proceeds from the offering for general corporate purposes, which may include repayment of indebtedness or business development opportunities.
     The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Indenture, incorporated by reference from Exhibit 4.1 hereto.
Item 8.01. Other Events.
     On August 13, 2010, the Company issued a press release announcing the completion of the Notes offering. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
     (d) Exhibits.
     
Exhibit No.   Description
4.1
  Indenture, dated May 19, 2010, among the Company, the guarantors named therein and The Bank of New York Mellon, as trustee (incorporated by reference to our Current Report on Form 8-K filed with the Securities And Exchange Commission on May 19, 2010).
 
   
99.1
  Press Release of Mylan Inc., dated August 13, 2010.

 


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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.
         
  MYLAN INC.
 
 
Date: August 13, 2010  By:   /s/ John D. Sheehan    
    John D. Sheehan   
    Executive Vice President and
Chief Financial Officer 
 
 

 


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EXHIBIT INDEX
     
Exhibit No.   Description
4.1
  Indenture, dated May 19, 2010, among the Company, the guarantors named therein and The Bank of New York Mellon, as trustee (incorporated by reference to our Current Report on Form 8-K filed with the Securities And Exchange Commission on May 19, 2010).
 
   
99.1
  Press Release of Mylan Inc., dated August 13, 2010.

 

EX-99.1 2 y86163exv99w1.htm EX-99.1 exv99w1
Exhibit 99.1
FOR IMMEDIATE RELEASE
CONTACTS:
Michael Laffin (Media)
724.514.1968
Kris King (Investors)
724.514.1831
Mylan Announces Completion of Add-On Offering of Senior Notes
PITTSBURGH, August 13, 2010 — Mylan Inc. (Nasdaq: MYL) today announced that it has completed a private placement of $300 million aggregate principal amount of Senior Notes due 2020. The notes were issued at an issue price of 105.5% with a coupon of 7.875%, or an effective yield to maturity of 7.087%. The notes were issued as additional notes under an existing indenture under which Mylan issued $700 million aggregate principal amount of 7.875% Senior Notes due 2020 on May 19, 2010. The notes issued in this offering and the previously issued 7.875% Senior Notes due 2020 are treated as a single class of notes under the indenture.
Mylan intends to use the net proceeds of this offering to finance a portion of the $550 million purchase price for the previously-announced acquisition of all of the equity of Bioniche Pharma Holdings Limited, a privately held, global injectable pharmaceutical company. If the Bioniche Pharma acquisition is not consummated, Mylan intends to use the net proceeds from the offering for general corporate purposes, which may include repayment of indebtedness or business development opportunities.
The notes were sold only to qualified institutional buyers in the U.S. in reliance on Rule 144A under the Securities Act of 1933, and outside the U.S. to non-U.S. persons in reliance on Regulation S under the Securities Act. The notes are not and will not be registered under the Securities Act, and may not be offered or sold in the U.S. absent registration or an applicable exemption from registration requirements. This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of securities mentioned in this press release in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Mylan Inc. ranks among the leading generic and specialty pharmaceutical companies in the world and provides products to customers in more than 140 countries and territories. The company maintains one of the industry’s broadest and highest quality product portfolios supported by a robust product pipeline; operates one of the world’s largest active pharmaceutical ingredient manufacturers; and runs a specialty business focused on respiratory, allergy and psychiatric therapies. For more information, please visit www.mylan.com.

 


 

Forward-Looking Statements
This press release includes statements that constitute “forward-looking statements.” These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Because such statements inherently involve risks and uncertainties, actual future results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to Mylan’s failure to utilize the proceeds of such placement as described in this press release. These cautionary statements should be considered in connection with any subsequent written or oral forward-looking statements that may be made by Mylan or by persons acting on its behalf and in conjunction with its periodic SEC filings. In addition, please refer to the cautionary statements and risk factors set forth in Mylan’s Quarterly Report on Form 10-Q for the period ended June 30, 2010 and in its other periodic filings made with the SEC from time to time.
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