Viatris Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 27, 2024

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VIATRIS INC.

(Exact name of registrant as specified in its charter)

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1000 Mylan Boulevard, Canonsburg, Pennsylvania, 15317

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (724) 514-1800

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 1.01  Entry into a Material Definitive Agreement.

On September 27, 2024, Viatris Inc. (“Viatris”) entered into the Second Amended and Restated Revolving Credit Agreement (as defined and described below).

Second Amended and Restated Revolving Credit Agreement

On September 27, 2024, Viatris entered into an amended and restated revolving credit agreement (the “Second Amended and Restated Revolving Credit Agreement”), by and among Viatris, certain affiliates and subsidiaries of Viatris as guarantors, certain lenders and issuing banks from time to time party thereto and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”).  The Second Amended and Restated Revolving Credit Agreement contains a revolving credit facility (the “Revolving Credit Facility”) under which Viatris may obtain extensions of credit in an aggregate principal amount not to exceed $3,500,000,000, in U.S. dollars or alternative currencies including Euro, Sterling, Yen and any other currency that is approved by the Administrative Agent and each lender under the Revolving Credit Facility.

The Revolving Credit Facility will be available to Viatris from and after the satisfaction of certain customary conditions (the date such conditions are satisfied or waived being referred to as the “Closing Date”).

The Second Amended and Restated Revolving Credit Agreement includes a $300,000,000 subfacility for the issuance of letters of credit and a $175,000,000 sublimit for swingline borrowings.  The swingline borrowings will be made available in U.S. dollars only.  Viatris may seek additional commitments under the Revolving Credit Facility from lenders or other financial institutions designated by Viatris up to an aggregate amount such that Viatris would be in compliance with the financial covenant described below, after giving effect to such increase in the commitments and the application of proceeds therefrom. In determining pro forma compliance with the financial covenant described below, any indebtedness that is proposed to be incurred will be added to Viatris’ consolidated total indebtedness, and if such indebtedness is incurred in connection with an acquisition, the consolidated EBITDA of the acquired business for the trailing four quarters will be added to (or, if negative, subtracted from) Viatris’ consolidated EBITDA for the same period.

Proceeds from the Revolving Credit Facility will be used for general lawful corporate purposes of Viatris and its subsidiaries, including, without limitation, to repay outstanding obligations under Viatris’ existing $4,000,000,000 revolving credit facility, dated as of July 1, 2021 (as amended, restated or modified from time to time, the “Existing Revolving Credit Agreement”), among Viatris, as borrower, certain affiliates and subsidiaries of Viatris as guarantors, certain lenders and issuing banks from time to time party thereto and Bank of America, N.A., as administrative agent.

As of the Closing Date, the Revolving Credit Facility will be guaranteed by Mylan Inc., Utah Acquisition Sub Inc. and Mylan II B.V. and after the Closing Date, each other subsidiary of Viatris that guarantees (or is otherwise a co-obligor of) third party indebtedness in excess of $500,000,000 other than (i) any wholly owned subsidiary of Viatris which engages in no activities other than in connection with the financing of receivables of the receivables sellers and which is designated as a receivables entity by Viatris (“Receivables Entity”) and (ii) Upjohn Finance B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated and existing under the laws of the Netherlands (“Finco”), so long as it (a) does not hold (directly and together with its subsidiaries) more than de minimis assets (other than (x) any intercompany notes or receivables that relate to the repayment of principal and interest of any indebtedness of Finco issued after June 16, 2020 and on or prior to the closing date of the Combination Transactions (as defined in the Second Amended and Restated Revolving Credit Agreement) or (y) any proceeds from any indebtedness of Finco (so long as such proceeds are intended to be distributed to Viatris) or intercompany notes or receivables that relate to the distribution of such proceeds to Viatris), (b) generates more than de minimis consolidated EBITDA and (c) does not at any time guarantee any third-party indebtedness of Viatris.

The Revolving Credit Facility will initially bear interest at SOFR, the EURIBO or TIBO (“Eurocurrency”) Rate or SONIA (in each case, determined in accordance with the Second Amended and Restated Revolving Credit Agreement), as applicable, plus 1.10% per annum, if Viatris chooses to make SOFR, Eurocurrency Rate or SONIA borrowings, or at a base rate (determined in accordance with the Second Amended and Restated Revolving Credit Agreement) plus 0.10% per annum. The Revolving Credit Facility has a facility fee, which currently accrues at 0.15% on the daily amount of the aggregate revolving commitments of the lenders. The applicable margins over SOFR, the Eurocurrency Rate and the base rate for the revolver can fluctuate based on the long-term unsecured senior, non-credit enhanced debt rating of Viatris by S&P Global Ratings, Moody’s Investors Service, Inc. and Fitch Ratings, Inc.

The Second Amended and Restated Revolving Credit Agreement contains customary affirmative covenants for facilities of this type, including among others, covenants pertaining to the delivery of financial statements, notices of default and certain material events, maintenance of corporate existence and rights, property, and insurance and compliance with laws, as well as customary negative covenants for facilities of this type, including limitations on the incurrence of subsidiary indebtedness, liens, mergers and certain other fundamental changes, investments and loans, acquisitions, transactions with affiliates, payments of dividends and other restricted payments and changes in Viatris’ lines of business.  The Second Amended and Restated Revolving Credit Agreement contains a financial covenant requiring maintenance of a leverage ratio no greater than 3.75 to 1.00 as of the last day of each fiscal quarter ending after the Closing Date.  The Revolving Credit Facility is scheduled to expire on the date that is five years from the Closing Date.

The Second Amended and Restated Revolving Credit Agreement contains default provisions customary for facilities of this type, which are subject to customary grace periods and materiality thresholds, including, among others, defaults related to payment failures, failure to comply with covenants, material misrepresentations, defaults under other material indebtedness, the occurrence of a “change in control”, bankruptcy and related events, material judgments, certain events related to pension plans and the invalidity or revocation of any loan document or any guarantee agreement of Viatris or any subsidiary that becomes a guarantor as described above. If an event of default occurs under the Second Amended and Restated Revolving Credit Agreement, the lenders may, among other things, terminate their commitments and declare immediately payable all borrowings. The default provisions in the Second Amended and Restated Revolving Credit Agreement are applicable only from and after the Closing Date.

Amounts drawn on the Revolving Credit Facility become due and payable on the date that is five years from the Closing Date. Amounts drawn on the Revolving Credit Facility may be voluntarily prepaid without penalty or premium, other than customary breakage costs related to prepayments of SOFR, Eurocurrency Rate and SONIA borrowings.

The foregoing summary of the Second Amended and Restated Revolving Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Second Amended and Restated Revolving Credit Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 2.03  Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the Second Amended and Restated Revolving Credit Agreement is hereby incorporated by reference into this Item 2.03 of this Current Report on Form 8-K insofar as it relates to the creation of a direct financial obligation of Viatris.

Item 9.01  Financial Statements and Exhibits.

*Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.  Viatris agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.