Shire PLC (SHPG) filed a Form 8K - Entry Into a Definitive
Agreement - with the U.S Securities and Exchange Commission on
December 12, 2014.
On December 12, 2014, Shire plc ("Shire") and certain of its
subsidiaries entered into a US$ 2,100,000,000 facilities agreement
(the "2014 Facilities Agreement") with a number of financial
institutions, for which Abbey National Treasury Services PLC
(trading as Santander Global Banking and Markets), Bank of America
Merrill Lynch International Limited, Barclays Bank PLC, Citigroup
Global Markets Limited, Lloyds Bank PLC, The Royal Bank of Scotland
PLC and Sumitomo Mitsui Banking Corporation acted as mandated lead
arrangers and bookrunners and The Bank of Tokyo-Mitsubishi UFJ,
Ltd., Credit Suisse AG, London Branch, Deutsche Bank Luxembourg
S.A., DNB Bank ASA, Goldman Sachs Bank USA, Mizuho Bank, Ltd. and
Morgan Stanley Bank International Limited acted as arrangers. The
2014 Facilities Agreement comprises a US$ 2,100,000,000 revolving
loan facility. Shire is an original borrower under the 2014
Facilities Agreement and has agreed to act as guarantor for its
subsidiaries, which are also original borrowers and for any other
of its subsidiaries that become additional borrowers
thereunder.
The revolving facility may be applied towards financing the
general corporate purposes of Shire and its subsidiaries (the
"Group"). It terminates on December 12, 2019, but may be extended
by Shire giving notice prior to the first and/or second anniversary
subject to agreement by the lenders, in each case by a year, in
which case the commitments of those lenders who have agreed to the
relevant extension(s) will terminate on either December 12, 2020,
or December 12, 2021, depending on whether one or both of the
extension options are exercised and whether the relevant lender has
agreed to one or both extensions. The revolving facility
incorporates a US$ 250,000,000 US dollar and euro swingline
facility operating as a sub-limit thereof.
The revolving facility became immediately available for general
corporate purposes as outlined above, subject to satisfaction of
certain customary conditions precedent including the cancellation
of Shire's existing multicurrency term and revolving facilities
agreement dated November 23, 2010 (the "2010 Facilities Agreement")
with a number of financial institutions, for which Abbey National
Treasury Services PLC, Bank of America Merrill Lynch International
Limited (formerly Banc of America Securities Limited), Barclays
Bank PLC (formerly Barclays Capital), Citigroup Global Markets
Limited, Lloyds Bank PLC (formerly Lloyds TSB Bank PLC) and The
Royal Bank of Scotland PLC acted as lead arrangers (the facilities
under which at such time were undrawn). These requirements have
been satisfied.
Interest on any loans made under the facilities will be payable
on the last day of each interest period, which may be one week or
one, two, three or six months at the election of Shire, or as
otherwise agreed with the lenders. The interest rate for the
revolving facility will be: LIBOR (or, in relation to any revolving
loan in euro, EURIBOR); plus 0.30% per year until delivery of the
first compliance certificate required to be delivered after the
date of the 2014 Facilities Agreement, subject to change thereafter
depending upon (i) the prevailing ratio of Net Debt to EBITDA (each
as defined in the 2014 Facilities Agreement) in respect of the most
recently completed financial year or financial half year and (ii)
the occurrence and continuation of an event of default in respect
of the financial covenants or the failure to provide a compliance
certificate.
Shire shall also pay (i) a commitment fee equal to 35% per year
of the applicable margin on available commitments under the
revolving facility for the availability period applicable thereto
and (ii) a utilization fee equal to (a) 0.10% per year of the
aggregate of the amount requested by the borrower in a utilization
request (the "Base Currency Amount") of all outstanding loans up to
an aggregate Base Currency Amount equal to US$ 700,000,000, (b)
0.15% per year of the amount by which the aggregate Base Currency
Amount of all outstanding loans exceeds US$ 700,000,000 but is
equal to or less than US$ 1,400,000,000 and (c) 0.30% per year of
the amount by which the aggregate Base Currency Amount of all
outstanding loans exceeds US$ 1,400,000,000.
The 2014 Facilities Agreement includes customary representations
and warranties, covenants and events of default, including
requirements that the Group's (i) ratio of Net Debt to EBITDA in
respect of the most recently-ended 12-month Relevant Period (each
as defined in the 2014 Facilities Agreement) must not, at any time,
exceed 3.5:1 (except that, following an acquisition fulfilling
certain criteria, Shire may on a once only basis elect to increase
this ratio to 4.0:1 for the Relevant Period in which the
acquisition was completed and for that immediately following) and
(ii) ratio of EBITDA to Net Interest for the most recently-ended
12-month Relevant Period (each as defined in the 2014 Facilities
Agreement) must not be less than 4.0:1.
The 2014 Facilities Agreement restricts (subject to certain
exceptions) Shire's ability to incur additional financial
indebtedness, grant security over its assets or provide loans/grant
credit. Further, any lender may require mandatory prepayment of its
participation if there is a change of control of the Group, subject
to certain exceptions for schemes of arrangement and analogous
schemes.
Events of default under the facilities include, among others:
(i) non-payment of any amounts due under the Finance Documents (as
defined in the 2014 Facilities Agreement), (ii) failure to satisfy
any financial covenants, (iii) material misrepresentation in any of
the Finance Documents, (iv) failure to pay, or certain other
defaults, under other financial indebtedness, (v) certain
insolvency events or proceedings, (vi) material adverse changes in
the business, operations, assets or financial condition of the
Group as a whole, (vii) if it becomes unlawful for Shire (or any
successor parent company) or any of their respective subsidiaries
that are parties to the 2014 Facilities Agreement to perform their
obligations thereunder or (viii) if Shire (or any successor parent
company) or any subsidiary thereof which is a party to the 2014
Facilities Agreement repudiates such agreement or other Finance
Document.
The 2014 Facilities Agreement is governed by English law.
The full text of this SEC filing can be retrieved at:
http://www.sec.gov/Archives/edgar/data/936402/000095010314008862/dp51853_8k.htm
Any exhibits and associated documents for this SEC filing can be
retrieved at:
http://www.sec.gov/Archives/edgar/data/936402/000095010314008862/0000950103-14-008862-index.htm
Public companies must file a Form 8-K, or current report, with
the SEC generally within four days of any event that could
materially affect a company's financial position or the value of
its shares.
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