Item 7.01 Regulation FD Disclosure
Attached as Exhibit 99.1 hereto are materials that Perrigo Company plc (the “Company”) intends to present to prospective lenders in connection with the launch of the syndication of new senior secured credit facilities expected to consist of (i) a $1,000 million five-year revolving credit facility (the “New Revolving Facility”) and (ii) a $300 million five-year term loan A facility and a $800 million seven-year term loan B facility (the “New Term Loan Facilities” and, together with the New Revolving Facility, the “New Senior Secured Credit Facilities”) through its indirect wholly-owned subsidiary, Perrigo Investments, LLC, as more fully described below. The materials include information relating to the Company’s pro forma Adjusted EBITDA defined in Exhibit 99.1, as well as a reconciliation of the Company’s pro forma Adjusted EBITDA to pro forma loss from continuing operations determined in accordance with GAAP.
Attached as Exhibit 99.2 hereto are the audited consolidated statements of financial position of Héra SAS (“Héra”) as of December 31, 2021 and 2020 and the related consolidated statements of profit and loss, statements of comprehensive income, statements of cash flows and statements of changes in equity for each of the years in the two-year period ended December 31, 2021.
Attached as Exhibit 99.3 hereto is the Company’s Unaudited Pro Forma Condensed Combined Financial Information as of and for the year ended December 31, 2021, which gives pro forma effect to the Transactions (as defined therein) as if they had occurred on December 31, 2021, in the case of the unaudited pro forma condensed combined balance sheet, and as of January 1, 2021, in the case of the unaudited pro forma condensed combined statement of operations.
The information in this Item 7.01, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 furnished herewith, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
There can be no assurance that any of the transactions described herein, including entering into the New Senior Secured Credit Facilities or the acquisition of Héra, will be consummated at all or on the terms currently contemplated. We urge you to read the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
Item 8.01 Other Events
Attached hereto as Exhibit 99.4 is a press release issued by the Company on March 28, 2022, announcing that it has launched the syndication of the New Senior Secured Credit Facilities. The New Senior Secured Credit Facilities will be guaranteed by the Company and certain wholly-owned subsidiaries of the Company.
Subject to market and other conditions, the Company intends to borrow approximately $1,600 million, inclusive of the New Term Loan Facilities and $500 million of other unsecured debt (but excluding undrawn availability under the New Revolving Facility). The Company intends to use the net proceeds of these borrowings, together with cash on hand, to finance the purchase price for the previously announced acquisition of Héra and to refinance certain existing indebtedness of the Company and its subsidiaries, including its outstanding term loan facility and outstanding debt securities maturing in 2023. The Company will use any amounts borrowed from time to time under the New Revolving Facility, which will replace its existing revolving facility, for general corporate purposes.
The terms of the proposed refinancing, including but not limited to the principal amount, interest rate and maturity of the New Senior Secured Credit Facilities, and the consummation of the acquisition of Héra are subject to a number of significant conditions, and there can be no assurance that the Company will consummate any of these transactions on the anticipated terms or timing, or at all. In addition, entering into the New Senior Secured Credit Facilities is not conditioned upon consummation of the acquisition of Héra.
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K 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 some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” “would,” “should,” “expect,” “forecast,” “plan,”
