If the Company’s proposed acquisition of the Biopharma business of GE Life Sciences (the “Acquisition”) has not closed on or before 5:00 p.m. (New York City time) on August 25, 2020, the Equity and Asset Purchase Agreement with General Electric Company relating to the Acquisition is terminated or the Company’s board of directors, in its good faith judgment, determines that the Acquisition will not occur, the Company has the option to redeem the shares of the Mandatory Convertible Preferred Stock, in whole but not in part, subject to certain terms and conditions.
Upon the Company’s voluntary or involuntary liquidation,winding-up or dissolution, each holder of Mandatory Convertible Preferred Stock will be entitled to receive a liquidation preference in the amount of $1,000 per share of Mandatory Convertible Preferred Stock, plus an amount equal to accumulated and unpaid dividends on such shares to, but excluding, the date fixed for liquidation,winding-up or dissolution to be paid out of the Company’s assets legally available for distribution to its stockholders, after satisfaction of debt and other liabilities owed to the Company’s creditors and holders of shares of its stock ranking senior to the Mandatory Convertible Preferred Stock and before any payment or distribution is made to holders of any stock ranking junior to the Mandatory Convertible Preferred Stock (including the Company’s common stock).
The above description of the Certificate of Designations is qualified in its entirety by reference to the Certificate of Designations, which is filed as Exhibit 3.1 to this Current Report on Form8-K and is incorporated herein by reference.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On February 28, 2019, the Company filed the Certificate of Designations with the Secretary of State of the State of Delaware to establish the designations, powers, preferences and rights of the Mandatory Convertible Preferred Stock and the qualifications, limitations and restrictions thereof, including the dividend rate, the redemption provisions, the amount payable with respect thereto in the event of the Company’s voluntary or involuntary liquidation,winding-up or dissolution, the terms and conditions of conversion of the Mandatory Convertible Preferred Stock and the voting rights of the Mandatory Convertible Preferred Stock. The Certificate of Designations, a copy of which is incorporated by reference as Exhibit 3.1 to this Current Report on Form8-K, became effective upon acceptance of such filing. The information set forth under Item 3.03 above is incorporated herein by reference.
Offering of Common Stock
On February 26, 2019, the Company entered into an underwriting agreement (the “Common Stock Underwriting Agreement”) with Barclays Capital Inc. and Goldman Sachs & Co. LLC, as representatives of the several underwriters listed on Schedule A thereto (the “Common Stock Underwriters”), pursuant to which the Company agreed to issue and sell to the Common Stock Underwriters an aggregate of 11,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) in a registered public offering (the “Common Stock Offering”) pursuant to the Company���s shelf registration statement on FormS-3 (Registration FileNo. 333-224149) (“Shelf Registration Statement”). Pursuant to the Common Stock Underwriting Agreement, the Company granted the Common Stock Underwriters an option to purchase an additional 1,100,000 shares of Common Stock (the “Common Stock Option”). On February 27, 2019, the Common Stock Underwriters exercised in full the Common Stock Option. For a description of the terms and conditions of the Common Stock Underwriting Agreement, please refer to the Common Stock Underwriting Agreement, a copy of which is filed as Exhibit 1.1 hereto and is incorporated herein by reference. The above description of the Common Stock Underwriting Agreement is qualified in its entirety by the Common Stock Underwriting Agreement so filed.
Offering of 4.75% Series A Mandatory Convertible Preferred Stock
On February 26, 2019, the Company entered into an underwriting agreement (the “MCP Underwriting Agreement”) with Barclays Capital Inc. and Goldman Sachs & Co. LLC, as representatives of the several underwriters listed on Schedule A thereto (the “MCP Underwriters”), pursuant to which the Company agreed to issue and sell to the MCP Underwriters an aggregate of 1,500,000 shares of Mandatory Convertible Preferred Stock, in a registered public offering pursuant to the Shelf Registration Statement (the “MCP Offering”). Pursuant to the MCP Underwriting Agreement, the Company granted the MCP Underwriters an option to purchase an additional 150,000 shares of Mandatory Convertible Preferred Stock to cover over-allotments (the “MCP Option”). On
