01—Abstract
Summary
Summary of the 8-K filed September 4, 2024. Cited figures are marked; the original filing is the authoritative source.
On September 4, 2024, Viatris Inc. (NASDAQ: VTRS) announced it has commenced cash tender offers, made together with its subsidiaries Mylan Inc. and Utah Acquisition Sub Inc., to repurchase certain outstanding senior notes.
The offers cover any and all of Viatris's 1.650% Senior Notes due 2025 ($750,000,000a principal outstanding), any and all of Mylan's 2.125% Senior Notes due 2025 (€500,000,000 principal outstanding), and up to $450,000,000 aggregate principal amount of Utah Acquisition's 3.950% Senior Notes due 2026 (of $2,250,000,000 outstanding). The tender offers are governed by an Offer to Purchase dated the same day, and the filing itself does not state the total consideration amounts. Key timing: the Any and All tender offers expire September 10, 2024, with expected settlement September 16, 2024.
For the Maximum Tender Offer on the 3.950% notes, holders who tender by the Early Tender Date of September 17, 2024 are eligible for a $30b per $1,000 early tender payment, with settlement expected September 20, 2024. The Maximum Tender Offer expires October 2, 2024, with later-tendered notes settling around October 7, 2024. Purchases in the Maximum Tender Offer are subject to proration because of the $450,000,000 cap, which the offerors may increase, decrease or eliminate at their discretion.
The company also states that if less than all of the Viatris and Mylan notes are tendered, it currently intends, but is not obligated, to satisfy and discharge the Viatris indenture and redeem any remaining Mylan notes. The release is furnished under Item 7.01 and is not deemed filed for Section 18 purposes.
02—Key points
Key Highlights
- Viatris and subsidiaries Mylan Inc. and Utah Acquisition Sub Inc. launched cash tender offers for certain senior notes on September 4, 2024.
- Any and all 1.650% Senior Notes due 2025 issued by Viatris ($750,000,000 outstanding) and any and all 2.125% Senior Notes due 2025 issued by Mylan (€500,000,000 outstanding) are subject to the offers.
- Up to $450,000,000 aggregate principal amount of the 3.950% Senior Notes due 2026 issued by Utah Acquisition ($2,250,000,000 outstanding) is subject to a maximum tender cap.
- Holders of the 3.950% notes who tender by the September 17, 2024 Early Tender Date receive a $30 per $1,000 early tender payment.
- The Any and All offers expire September 10, 2024, and the Maximum Tender Offer expires October 2, 2024.
- Remaining Viatris or Mylan notes may be satisfied and discharged or redeemed if less than all are tendered, though the company is not obligated to do so.
03—Questions
Frequently Asked Questions
What securities is Viatris offering to buy back?
Viatris is offering to purchase for cash any and all of its 1.650% Senior Notes due 2025, any and all of Mylan's 2.125% Senior Notes due 2025, and up to $450,000,000 aggregate principal amount of Utah Acquisition's 3.950% Senior Notes due 2026.
What is the early tender payment and who is eligible?
Holders of the 3.950% Senior Notes due 2026 who validly tender at or before 5:00 p.m. New York City time on September 17, 2024 are eligible for a $30 per $1,000 principal amount early tender payment, included in the Total Consideration. Later tenders receive the Total Consideration minus that payment.
When are the key deadlines and settlement dates?
The Any and All offers expire September 10, 2024, with settlement expected September 16, 2024. The Maximum Tender Offer's Early Tender Date is September 17, 2024, with settlement expected September 20, 2024. The Maximum Tender Offer expires October 2, 2024, with later settlement expected October 7, 2024.
Could the 3.950% notes tender be prorated?
Yes. Maximum Tender Offer notes accepted for purchase are subject to the $450,000,000 Maximum Tender Cap and may be prorated, though tenders made by the Early Tender Date have priority over later tenders. The offerors may change the cap at any time at their discretion.
What happens to notes that are not tendered?
If less than all Viatris and Mylan notes are tendered and accepted, the companies currently intend, but are not obligated, to satisfy and discharge the applicable Viatris indenture and redeem any remaining Mylan notes under their respective indenture terms.
04—Continue