Item 1.02 Termination of a Material Definitive Agreement.
Existing Credit Agreement
In connection with the consummation of the Merger, on December 8, 2021, the
Company terminated the Credit Agreement, dated as of January 13, 2021 (the
"Credit Agreement"), by and among the Company and its indirect wholly owned
subsidiary, PPD Development, L.P., JPMorgan Chase Bank, N.A., as the
administrative agent, collateral agent and a L/C issuer, and each lender party
thereto and each L/C issuer party thereto. The Company paid an aggregate amount
of approximately $3,036.7 million in satisfaction of all of its outstanding
obligations under the Credit Agreement in accordance with its terms.
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4.625% Senior Notes due 2025; 5.000% Senior Notes due 2028
Information in Item 8.01 as to the satisfaction and discharge of the Indenture
governing the 4.625% Senior Notes due 2025 (the "2025 Notes") and 5.000% Senior
Notes due 2028 (the "2028 Notes" and, together with the 2025 Notes, the
"Notes")) is incorporated by reference into this Item 1.02.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information contained in the Introductory Note of this Current Report on
Form 8-K is incorporated by reference into this Item 2.01. As described in the
Introductory Note above, on December 8, 2021, the Merger was completed pursuant
to Section 251 of the DGCL and the Company became a wholly-owned subsidiary of
Thermo Fisher.
The total cash consideration paid by Thermo Fisher pursuant to the Merger
Agreement was approximately $17.4 billion. The Merger was financed with a
combination of cash on hand and the proceeds from offerings of its senior
unsecured notes.
The foregoing description of the Merger is only a summary of certain material
provisions thereof, does not purport to be complete, and is qualified in its
entirety by reference to the Merger Agreement, a copy of which was filed as
Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on
April 16, 2021, and which is incorporated herein by reference. The Merger
Agreement has been included to provide investors with information regarding its
terms. It is not intended to provide any other factual information about Thermo
Fisher or the Company or their respective subsidiaries or affiliates or to
modify or supplement any factual disclosures about Thermo Fisher or the Company
in their public reports filed with the SEC. The representations, warranties and
covenants contained in the Merger Agreement were made only for purposes of the
Merger Agreement and as of specific dates, were solely for the benefit of the
respective parties to the Merger Agreement, may be subject to limitations agreed
upon by the contracting parties, including being qualified by confidential
disclosures made for the purposes of allocating contractual risk between the
respective parties to the Merger Agreement instead of establishing these matters
as facts, and may be subject to standards of materiality applicable to the
contracting parties that differ from those applicable to investors. Investors
should not rely on the representations, warranties and covenants or any
descriptions thereof as characterizations of the actual state of facts or
condition of the parties thereto or of any of their respective subsidiaries or
affiliates. Moreover, information concerning the subject matter of
representations and warranties may change after the date of the Merger
Agreement, which subsequent information may or may not be fully reflected in
Thermo Fisher's or the Company's respective public disclosures.
A copy of the press release issued by Thermo Fisher on the Effective Date
announcing the closing of the Merger is filed herewith as Exhibit 99.1 and is
incorporated by reference into this Item 2.01.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continuing Listing Rule or
Standard; Transfer of Listing.
On December 8, 2021, in connection with the consummation of the Merger, the
Company (i) notified the NASDAQ Global Select Market ("NASDAQ") of the
consummation of the Merger and (ii) requested that NASDAQ (x) suspend trading of
the shares of Common Stock effective on December 8, 2021, and (y) file with the
SEC a Form 25 Notification of Removal from Listing and/or Registration ("Form
25") to delist and deregister the shares of Common Stock under Section 12(b) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The
Company expects that, in accordance with the Company's request, NASDAQ will file
a Form 25 on December 8, 2021 to provide notification of such delisting and to
effect the deregistration of the shares of Common Stock under Section 12(b) of
the Exchange Act. The delisting of Common Stock from NASDAQ will be effective 10
days after the filing of the Form 25. The Company intends to file with the SEC a
Form 15 requesting that the shares of Common Stock be deregistered and that the
Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act
be terminated.
The information contained in the Introductory Note of this Current Report on
Form 8-K is incorporated by reference into this Item 3.01.
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Item 3.03 Material Modification to Rights of Security Holders.
The information contained in the Introductory Note and Items 2.01, 3.01, 5.01
and 5.03 of this Current Report on Form 8-K is incorporated by reference into
this Item 3.03.
Item 5.01 Change in Control of Registrant.
The information contained in the Introductory Note and Items 2.01, 5.02 and 5.03
of this Current Report on Form 8-K is incorporated by reference into this Item
5.01.
As a result of the consummation of the Merger, a change in control of the
Company occurred. Following the consummation of the Merger, the Company became a
wholly owned subsidiary of Thermo Fisher.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
In connection with the consummation of the Merger, at the Effective Time, all of
the directors of the Company ceased to serve as the directors of the Surviving
Corporation.
At the Effective Time, in connection with the Merger and in accordance with the
terms of the Merger Agreement, Michael Boxer, Anthony Hugh Smith and Maura A.
Spellman, who served as the directors of Merger Sub immediately prior to the
Effective Time, listed below, became the directors of the Surviving Company.
Also in connection with the consummation of the Merger, immediately following
the Effective Time, David Johnston was appointed as President of the Company.
David Johnston, Ph.D., served as the Company's Executive Vice President of
Global Clinical Development from October 2016 until this appointment. From July
2013 to September 2016, Dr. Johnston served as Executive Vice President and
Global Head of PPD Laboratories. Prior to joining the Company, Dr. Johnston
worked at Laboratory Corp of America (LH) from April 1998 to June 2013, where he
most recently served as Senior Vice President and Global Head of the Clinical
Trials business.
In addition, effective upon the consummation of the Merger, David Simmons, the
Company's Chief Executive Officer, Christopher Scully, the Company's Executive
Vice President and Chief Financial Officer, William Sharbaugh, the Company's
Chief Operating Officer, Anshul Thakral, the Company's Chief Commercial Officer
and Executive Vice President, Peri- and Post-Approval Services, and Glen
Donovan, the Company's Chief Accounting Officer, ceased serving as officers of
the Company. Messrs. Thakral and Donovan remain employed by the Company in a
non-officer capacity.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
In connection with the consummation of the Merger, the Company's certificate of
incorporation and its bylaws, as in effect immediately prior to the Merger, were
each amended and restated in their entirety, effective as of the Effective Time.
Copies of the certificate of incorporation and bylaws of the Company are filed
as Exhibits 3.1 and 3.2 hereto and are incorporated by reference into this Item
5.03.
Item 8.01 Other Events.
In connection with, and conditioned upon, the consummation of the transactions
under the Merger Agreement described in Item 2.01 of this Current Report on
Form 8-K, the Company's indirect wholly owned subsidiaries, Jaguar Holding
Company II and PPD Development, L.P. (the "Issuers") are calling for redemption
all $500,000,000 outstanding aggregate principal amount of its 2025 Notes and
all $700,000,000 outstanding aggregate principal amount of its 2028 Notes on
December 18, 2021 (the "Redemption Date").
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The Issuers are calling the Notes in accordance with their terms at a redemption
price of (a) in the case of the 2025 Notes, 100% of the principal amount of the
2025 Notes, plus the Applicable Premium (as defined in the Indenture) as of the
Redemption Date and accrued and unpaid interest to, but not including, the
Redemption Date relating to the 2025 Notes and (b) in the case of the 2028
Notes, 100% of the principal amount of the 2028 Notes, plus the Applicable
Premium (as defined in the Indenture) as of the Redemption Date and accrued and
unpaid interest to, but not including, the Redemption Date relating to the 2028
Notes. A conditional notice of redemption has been sent to all currently
registered holders of the Notes.
In connection with the redemptions, on December 8, 2021, the Issuers satisfied
and discharged all of their remaining obligations under the Indenture, dated as
of June 5, 2020 (as amended, supplemented or otherwise modified through the date
hereof, the "Indenture"), among the Issuers the guarantors party thereto and
Wilmington Trust, National Association, as trustee, in accordance with its
terms, and have placed funds sufficient for the redemption payments into trust
for the benefit of the holders of the Notes pending the redemptions. Both
redemptions are scheduled to occur on the Redemption Date.
In addition, on December 8, 2021, Thermo Fisher issued a press release
announcing the closing of the Merger. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Exhibits.
(d) Exhibits
Exhibit
No. Description
2.1 Agreement and Plan of Merger, dated as of April 15, 2021, by and
among PPD, Inc, Thermo Fisher Scientific Inc. and Powder Acquisition
Corp. (incorporated herein by reference to Exhibit 2.1 of the Current
Report on Form 8-K, filed by the Company on April 16, 2021)
3.1 Amended and Restated Certificate of Incorporation of PPD, Inc.
3.2 Amended and Restated By-Laws of PPD, Inc.
99.1 Press Release of Thermo Fisher Scientific Inc., dated December 8,
2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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