Millipore amends 3.75% convertible notes following acquisition; holders may put back 5 7/8% notes

By Jennifer Chiou

New York, July 15 - Millipore Corp. entered into a first supplemental indenture for its 3.75% convertible senior notes due 2026 following its acquisition via a share exchange, according to an 8-K filing with the Securities and Exchange Commission.

Merck KGaA subsidiary Concord Investments Corp. acquired all of Millipore's shares on Wednesday, and Millipore became a wholly owned subsidiary of Concord.

Under the terms of the supplemental indenture, each $1,000 principal amount of the notes will be convertible into an amount in cash equal to $107 multiplied by the conversion rate immediately in place prior to the effective time of the share exchange.

The exchange resulted in a make-whole fundamental change under the indenture. As a result, the conversion rate will be increased.

Effective Wednesday, the conversion rate was 11.0485 shares per $1,000 principal amount of notes. Holders would now also receive the make-whole increase, which is another 0.7519 of a share per $1,000 principal amount, resulting in an additional cash payment of $80.46.

In total, the conversion rate for notes surrendered during the make-whole conversion period is 11.8004 shares per $1,000 principal amount of notes, for a cash payment of $1,262.64.

Assuming that all noteholders convert their securities during this period, the company would pay $713,394,259.

5 7/8% senior notes

Millipore also gave notice of a change of control under the indenture of its 5 7/8% senior notes due 2016.

As a result of the change of control, holders may put back their securities at 101% of par plus accrued interest. If all 5 7/8% noteholders elected to force the company to repurchase the notes, it would pay €252.5 million plus accrued interest.

Additionally, Millipore's shares ceased trading on the New York Stock Exchange on Wednesday, closing at $106.95 apiece on that day.

Wilmington Trust Co. is the trustee and Citibank, NA is the securities agent of the convertibles. Citibank is the trustee of the 5 7/8% notes.

Millipore is a life science company based in Billerica, Mass. Merck is a pharmaceutical and chemical company based in Darmstadt, Germany.

© 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.