Mylan amends bridge in connection with offer for Perrigo’s shares

By Angela McDaniels

Tacoma, Wash., Aug. 7 – Mylan NV amended its $12,499,000,000 bridge credit agreement on Thursday, according to an 8-K filing with the Securities and Exchange Commission.

Under the amendment, the company will be permitted to change the minimum acceptance threshold for its offer for Perrigo Co. plc’s shares. The threshold is currently not less than 80% of the shares. Under the amendment, the company can lower this to more than 50% of the shares.

The amendment also provides that

• Once the company acquires more than 50% of the shares and until it acquires at least 80% of the shares, it will not be allowed to cause Perrigo to incur more than $350 million of debt nor make more than $350 million of investments in Perrigo;

• Once the company draws on the bridge loan, any dividends or distributions (including intercompany loans) from Perrigo to Mylan that exceed an aggregate amount of $150 million will require the company to prepay the loans under the bridge loan, or if no such loans are then outstanding, will result in a reduction in the commitments, in each case, equal to the amount of such dividends or distributions; and

• If the company has not launched the offer for Perrigo’s shares by Sept. 13, it will pay an additional fee of 4 basis points on Sept. 14 and on each subsequent Monday that the offer has not been launched.

Finally, the amendment modifies the company’s covenant to cause Perrigo to guarantee the company’s obligations under the bridge loan such that Perrigo’s guarantee is required not later than the earlier of the date that is five months following the company having received acceptances of the offer in respect of not less than 75% of the shares and the date that is three months following the date on which the company is entitled to begin squeeze-out procedures.

Bank of Tokyo Mitsubishi UFJ, Ltd., Deutsche Bank AG, New York Branch, DNB Bank ASA, Grand Cayman Branch, Goldman Sachs Bank USA, ING Bank NV, Dublin Branch, and PNC Bank, NA are lenders with Goldman Sachs Bank USA as the administrative agent.

Mylan is a pharmaceutical company based in Herts, England.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.