01—Abstract
Summary
Summary of the 8-K filed July 1, 2026. Cited figures are marked; the original filing is the authoritative source.
On July 1, 2026, Viatris Inc. entered into an amended and restated term loan credit agreement with Mizuho Bank, Ltd. as administrative agent, providing a ¥40.0 billion senior unsecured term loan facility.
Proceeds will fund general corporate purposes, including repayment of obligations under Viatris' prior ¥40.0 billion unsecured term loan facility dated July 1, 2021, with the same administrative agent. The facility bears interest initially at the TIBO Rate plus 1.10%a per annum, with the margin able to fluctuate based on Viatris' long-term unsecured senior, non-credit enhanced debt ratings from S&P Global Ratings, Moody's Investors Service and Fitch Ratings. Amounts borrowed are due three years from the Closing Date and may be voluntarily prepaid without premium, other than customary breakage costs.
The agreement includes customary affirmative and negative covenants and a financial covenant requiring a leverage ratio no greater than 3.75 to 1.00 at each fiscal quarter end after the Closing Date. As of the Closing Date, Mylan Inc., Utah Acquisition Sub Inc. and Mylan II B.V. guarantee the facility. Other subsidiaries that guarantee or co-obligate third-party indebtedness above $500,000,000b will also be required to guarantee, subject to exceptions for designated receivables entities and Upjohn Finance B.V.
(Finco) under specified conditions. The filing also notes that the agreement is filed as Exhibit 10.1, with certain annexes, schedules and exhibits omitted under Item 601(a)(5) of Regulation S-K.
02—Key points
Key Highlights
- Viatris entered into an amended and restated ¥40.0 billion senior unsecured term loan facility on July 1, 2026, with Mizuho Bank, Ltd. as administrative agent.
- Proceeds are for general corporate purposes, including repaying the prior ¥40.0 billion unsecured term loan facility dated July 1, 2021.
- Initial pricing is TIBO Rate plus 1.10% per annum, with the margin subject to change based on Viatris' ratings from S&P Global Ratings, Moody's and Fitch.
- Amounts borrowed mature three years from the Closing Date and may be voluntarily prepaid without penalty or premium, other than customary breakage costs.
- A financial covenant requires a leverage ratio no greater than 3.75 to 1.00 at each fiscal quarter end after the Closing Date.
- Mylan Inc., Utah Acquisition Sub Inc. and Mylan II B.V. guarantee the facility at closing, and other subsidiaries guaranteeing third-party debt above $500,000,000 must also guarantee, with specified exceptions.
- The agreement includes customary default provisions, including cross-defaults to other material indebtedness and a change in control default, under which lenders may accelerate borrowings.
03—Questions
Frequently Asked Questions
How large is the new term loan facility and what is it used for?
The facility provides for a ¥40.0 billion principal amount senior unsecured term loan. Proceeds will be used for general lawful corporate purposes of Viatris and its subsidiaries, including repaying obligations under the prior ¥40.0 billion term loan facility dated July 1, 2021.
What interest rate applies to the facility?
The facility initially bears interest at the TIBO Rate, as defined in the agreement, plus 1.10% per annum. The margin can fluctuate based on Viatris' long-term unsecured senior, non-credit enhanced debt ratings from S&P Global Ratings, Moody's Investors Service and Fitch Ratings.
When does the facility mature and can it be repaid early?
Amounts borrowed become due three years from the Closing Date, which is July 1, 2026. Borrowings may be voluntarily prepaid without penalty or premium, other than customary breakage costs.
What financial covenant applies?
The agreement requires Viatris to maintain 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. Other covenants restrict subsidiary indebtedness, liens, mergers, investments, affiliate transactions, dividends and other restricted payments, and changes in lines of business.
Which entities guarantee the facility?
Mylan Inc., Utah Acquisition Sub Inc. and Mylan II B.V. guarantee the facility as of the Closing Date. After closing, each other subsidiary that guarantees or co-obligates third-party indebtedness above $500,000,000 must also guarantee, excluding designated receivables entities and Upjohn Finance B.V. (Finco) if it meets specified conditions.
04—Continue