Item 1.01.
Entry into a Material Definitive Agreement.
On June 3, 2016, Baxalta Incorporated (the
Company
), a wholly-owned subsidiary of Shire plc, a Jersey public company (
Shire
), pursuant to the closing on June 3, 2016 of the merger of BearTracks, Inc., an indirect wholly-owned subsidiary of Shire (the
Merger Sub
), with and into the Company (the
Merger
), with the Company surviving as a wholly-owned subsidiary of Shire, entered into a Second Supplemental Indenture (the
Second Supplemental Indenture
) to the Indenture, dated June 23, 2015, with Shire and The Bank of New York Mellon Trust Company, N.A. as trustee (the
Trustee
) (as supplemented by the First Supplemental Indenture, dated June 23, 2015 (the
First Supplemental Indenture
), the
Indenture
), relating to the guarantee by Shire of the outstanding notes issued by the Company under the Indenture (the
Shire Guarantee
), consisting of $375,000,000 aggregate principal amount of the Companys floating rate senior notes due 2018 (the
Floating Rate Notes
), $375,000,000 aggregate principal amount of the Companys 2.000% senior notes due 2018 (the
2018 Notes
), $1,000,000,000 aggregate principal amount of the Companys 2.875% senior notes due 2020 (the
2020 Notes
), $500,000,000 aggregate principal amount of the Companys 3.600% senior notes due 2022 (the
2022 Notes
), $1,750,000,000 aggregate principal amount of the Companys 4.000% senior notes due 2025 (the
2025 Notes
) and $1,000,000,000 aggregate principal amount of the Companys 5.250% senior notes due 2045 (the
2045 Notes
and together with the 2018 Notes, the 2020 Notes, the 2022 Notes and the 2025 Notes, the
Fixed Rate Notes
). The Fixed Rate Notes and the Floating Rate Notes are collectively hereinafter referred to as the
Notes
, and each of the Floating Rate Notes, the 2018 Notes, the 2020 Notes, the 2022 Notes, the 2025 Notes and the 2045 Notes are hereinafter referred to as a
series
of Notes.
Under the terms of the Second Supplemental Indenture, Shire fully and unconditionally guarantees to the holders of each series of the Notes and to the Trustee the full and punctual payment when due, whether at stated maturity, by acceleration or otherwise, of the principal of, premium, if any, on and interest on each series of Securities and any other amounts due and payable under the Indenture, subject to any applicable grace period or notice requirement or both.
The foregoing description of the Second Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the Second Supplemental Indenture, which is filed as Exhibit 4.1 hereto and is incorporated by reference into this Item 1.01.
As a result of the Shire Guarantee, the Company, as a wholly-owned subsidiary of Shire, will be exempt from any reporting requirements of the Securities Exchange Act of 1934, as amended (the
Exchange Act
) that may apply to the Company as a result of the Notes. In connection therewith, Shire will include the information required by Section 3-10 of Regulation S-X in its financial statements.