Item 1.01 Entry into a Material Definitive Agreement.
Indenture
On March 8, 2021, PerkinElmer, Inc., a Massachusetts corporation (the “Company”), issued $400,000,000 aggregate principal amount of 2.550% Senior Notes due 2031 (the “2031 Notes”) and $400,000,000 aggregate principal amount of 3.625% Senior Notes due 2051 (the “2051 Notes” and, together with the 2031 Notes, the “Notes”) in a public offering pursuant to a registration statement on Form S-3 (File No. 333-230425) and a base prospectus and a prospectus supplement related to the offering of the Notes (the “Offering”), each as previously filed with the Securities and Exchange Commission (the “SEC”). The Notes were issued under an indenture, dated as of October 25, 2011 (the “Base Indenture”) by and between the Company and U.S. Bank National Association (the “Trustee”), as supplemented by a Sixth Supplemental Indenture, dated as of March 8, 2021 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) by and between the Company and the Trustee. The sale of the Notes was made pursuant to the terms of an Underwriting Agreement (the “Underwriting Agreement”), dated as of March 4, 2021, by and among the Company and J.P. Morgan Securities LLC and BofA Securities, Inc., as representatives of the several underwriters named in the Underwriting Agreement.
The 2031 Notes will mature on March 15, 2031 and will bear interest at the rate of 2.550% per annum. The 2051 Notes will mature on March 15, 2051 and will bear interest at the rate of 3.625% per annum. Interest on the Notes will be paid semi-annually in arrears on March 15 and September 15 of each year, commencing on September 15, 2021, to holders of record on the preceding March 1 and September 1, respectively.
Prior to December 15, 2031 (three months prior to the maturity date of the 2031 Notes, the “2031 Par Call Date”), in the case of the 2031 Notes, or September 15, 2051 (six months prior to the maturity date of the 2051 Notes, the “2051 Par Call Date”), in the case of the 2051 Notes, the Company may redeem the applicable series of Notes in whole at any time or in part from time to time, at its option, at a redemption price equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued but unpaid as of the date of redemption) assuming that such Notes matured on the applicable Par Call Date, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year of twelve 30-day months), at the Treasury Rate (as defined in the Indenture) plus 15 basis points in the case of the 2031 Notes, or 20 basis points in the case of the 2051 Notes, plus, in each case, accrued and unpaid interest thereon to, but excluding, the date of redemption.
At any time on or after the applicable Par Call Date, the Company may redeem each series of Notes, in whole or in part, at the Company’s option, at a redemption price equal to 100% of the principal amount of the Notes due to be redeemed plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
