Attached files
| file | filename |
|---|---|
| EX-4.2 - ALERE INC. | v197015_ex4-2.htm |
| EX-4.4 - ALERE INC. | v197015_ex4-4.htm |
| EX-1.1 - ALERE INC. | v197015_ex1-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
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 15,
2010
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Alere
Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-16789
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04-3565120
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(State
or other jurisdiction
of
incorporation)
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(Commission
file number)
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(IRS
Employer
Identification
No.)
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51 Sawyer Road, Suite 200,
Waltham, Massachusetts 02453
(Address
of principal executive offices)
| Registrant’s telephone number, including area code: |
(781)
647-3900
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Not
Applicable
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||
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(Former name or
former address, if changed since last report)
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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 (see General Instruction A.2. below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.142-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
2.03 Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant.
On
September 21, 2010, Alere Inc. (the “Company”) issued $400.0 million aggregate
principal amount of its 8.625% senior subordinated notes due 2018 (the “Notes”)
pursuant to the terms of a purchase agreement (the “Purchase Agreement”) dated
September 15, 2010 among the Company, the Subsidiary Guarantors (as defined
below) and Jefferies & Company, Inc., Goldman, Sachs & Co. and Citigroup
Global Markets Inc., as representatives of the several initial purchasers named
in the Purchase Agreement (the “Initial Purchasers”). The Notes were
offered and sold to the Initial Purchasers in a transaction exempt from the
registration requirements of the Securities Act of 1933, as amended (the
“Securities Act”). The Initial Purchasers agreed to resell the Notes
only to qualified institutional buyers in reliance on Rule 144A under the
Securities Act and to persons outside of the United States in reliance on
Regulation S under the Securities Act.
The Notes
bear interest at a rate of 8.625% per year, payable semi-annually on April 1 and
October 1 of each year, beginning on April 1, 2011, and will mature on October
1, 2018 unless earlier redeemed. The Notes were offered at an initial
offering price of 100%, with an Initial Purchasers’ discount of
1.75%. The Company received net proceeds, after the Initial
Purchasers’ discount and estimated offering expenses, of approximately $392.0
million. In the Purchase Agreement, the Company agreed to indemnify
the Initial Purchasers against certain liabilities in connection with the
offering of the Notes, including civil liabilities under the Securities Act of
1933, as amended, and to contribute to payments the Initial Purchasers may be
required to make with respect to those liabilities.
The Notes
were issued under an Indenture dated as of May 12, 2009 (the “Base Indenture”)
between the Company, as issuer, and U.S. Bank National Association, as trustee,
as amended and supplemented by a Ninth Supplemental Indenture dated as of
September 21, 2010 among the Company, as issuer, the Subsidiary Guarantors, as
guarantors, and U.S. Bank National Association, as trustee (the “Supplemental
Indenture” and, together with the Base Indenture, the “Indenture”).
The Notes
are the Company’s senior subordinated unsecured obligations and will be
subordinated in right of payment to all of the Company’s existing and future
senior debt. The Company’s obligations under the Notes and the
Indenture are fully and unconditionally guaranteed, jointly and severally, on an
unsecured senior subordinated basis by certain of the Company’s domestic
subsidiaries as provided in the Indenture (the “Subsidiary Guarantors”), and the
Subsidiary Guarantors’ obligations under such guarantees will be subordinated in
right of payment to all of their existing and future senior debt.
The
Company may, at its option, redeem the Notes, in whole or part, at any time
(which may be more than once) on or after October 1, 2014, by paying the
principal amount of the Notes being redeemed plus a declining premium, plus
accrued and unpaid interest to (but excluding) the redemption
date. The premium declines from 4.313% during the twelve months on
and after October 1, 2014 to 2.156% during the twelve months on and after
October 1, 2015 to zero on and after October 1, 2016.
The
Company may, at its option, at any time (which may be more than once) prior to
October 1, 2013, redeem up to 35% of the aggregate principal amount of the Notes
(including any applicable Notes issued after September 21, 2010) with money that
it raises in certain qualifying equity offerings, so long as:
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·
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the
Company pays 108.625% of the principal amount of the Notes being redeemed,
plus accrued and unpaid interest to (but excluding) the redemption
date;
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·
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the Company redeems the Notes
within 90 days of completing such equity offering;
and
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·
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at least 65% of the aggregate
principal amount of the Notes (including any Notes issued after September
21, 2010) remains outstanding
afterwards.
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The
Company may, at its option, at any time (which may be more than once) prior to
October 1, 2014, redeem some or all of the Notes by paying the principal amount
of the Notes being redeemed plus the payment of a make-whole premium, plus
accrued and unpaid interest to (but excluding) the redemption date.
If a
change of control occurs, subject to specified conditions, the Company must give
holders of the Notes an opportunity to sell the Notes to it at a purchase price
of 101% of the principal amount of the Notes, plus accrued and unpaid interest
to (but excluding) the date of the purchase.
If the
Company or its subsidiaries engage in asset sales, they generally must either
invest the net cash proceeds from such sales in their businesses within a
specified period of time, repay senior indebtedness or make an offer to purchase
a principal amount of the Notes equal to the excess net cash proceeds, subject
to certain exceptions. The purchase price of the Notes will be 100% of their
principal amount, plus accrued and unpaid interest.
The
Indenture provides that the Company and its subsidiaries must comply with
various customary covenants. The covenants under the Indenture limit,
among other things, the ability of the Company and its subsidiaries
to:
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·
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incur
additional debt;
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·
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pay
dividends on their capital stock or redeem, repurchase or retire their
capital stock or subordinated debt;
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·
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make
certain investments;
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·
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create
liens on their assets;
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·
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transfer
or sell assets;
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·
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engage
in transactions with their
affiliates;
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·
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create
restrictions on the ability of their subsidiaries to pay dividends or make
loans, asset transfers or other payments to the Company and its
subsidiaries;
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·
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issue
capital stock of their
subsidiaries;
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·
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engage
in any business, other than their existing businesses and related
businesses;
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·
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enter
into sale and leaseback
transactions;
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·
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incur
layered indebtedness; and
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·
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consolidate,
merge or transfer all or substantially all of the assets of the Company or
the Company and its subsidiaries (taken as a
whole).
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These
covenants are subject to important exceptions and qualifications, which are set
forth in the Indenture. At any time that the Notes are rated
investment grade, and subject to certain conditions, certain covenants will be
suspended with respect to the Notes.
In
connection with the issuance and sale of the Notes, the Company and the
Subsidiary Guarantors entered into a Registration Rights Agreement (the
“Registration Rights Agreement”) with the Initial Purchasers dated September 21,
2010. Pursuant to the Registration Rights Agreement, the Company and the
Subsidiary Guarantors have agreed to file a registration statement with the
Securities and Exchange Commission so that holders of the Notes can exchange the
Notes for registered notes (the “Exchange Notes”) that have substantially
identical terms as the Notes. In addition, the Company and the Subsidiary
Guarantors have agreed to exchange the guarantees related to the Notes for
registered guarantees having substantially the same terms as the original
guarantees. The Company and the Subsidiary Guarantors agreed to use
commercially reasonable efforts to cause the exchange offer to be completed
within 270 days after the issuance of the Notes. The Company and the Subsidiary
Guarantors are required to pay additional interest on the Notes if they fail to
comply with their registration obligations within the specified time
periods.
Copies of
the Purchase Agreement, the Supplemental Indenture, the Form of Note and the
Registration Rights Agreement are attached hereto as Exhibits 1.1, 4.2, 4.3 and
4.4, respectively, and are incorporated herein by reference. The Base
Indenture was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K
dated May 12, 2009, filed on May 12, 2009, and is incorporated herein by
reference.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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1.1
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Purchase
Agreement dated September 15, 2010 among Alere Inc., the subsidiary
guarantors named therein and Jefferies & Company, Inc., Goldman, Sachs
& Co. and Citigroup Global Markets Inc., as Representatives of the
Initial Purchasers
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4.1
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Indenture
dated May 12, 2009 between Alere Inc., as issuer, and U.S. Bank National
Association, as trustee (incorporated by reference to Exhibit 4.1 to the
Company’s Current Report on Form 8-K dated May 12, 2009, filed on May 12,
2009)
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4.2
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Ninth
Supplemental Indenture dated September 21, 2010 among Alere Inc., as
issuer, the subsidiary guarantors named therein, as guarantors, and U.S.
Bank National Association, as trustee
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4.3
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Form
of 8.625% Senior Subordinated Note due 2018 (included in Exhibit 4.2
above)
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4.4
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Registration
Rights Agreement dated September 21, 2010 among Alere Inc., the subsidiary
guarantors named therein and Jefferies & Company, Inc., Goldman, Sachs
& Co. and Citigroup Global Markets Inc., as Representatives of the
Initial Purchasers
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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.
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ALERE
INC.
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BY:
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/s/ Jay McNamara | |
| Jay McNamara | |||
| Senior Counsel – Corporate & Finance | |||
Dated: September
21, 2010
EXHIBIT
INDEX
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Exhibit No.
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Description
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1.1
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Purchase
Agreement dated September 15, 2010 among Alere Inc., the subsidiary
guarantors named therein and Jefferies & Company, Inc., Goldman, Sachs
& Co. and Citigroup Global Markets Inc., as Representatives of the
Initial Purchasers
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4.1
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Indenture
dated May 12, 2009 between Alere Inc., as issuer, and U.S. Bank National
Association, as trustee (incorporated by reference to Exhibit 4.1 to the
Company’s Current Report on Form 8-K dated May 12, 2009, filed on May 12,
2009)
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4.2
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Ninth
Supplemental Indenture dated September 21, 2010 among Alere Inc., as
issuer, the subsidiary guarantors named therein, as guarantors, and U.S.
Bank National Association, as trustee
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4.3
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Form
of 8.625% Senior Subordinated Note due 2018 (included in Exhibit 4.2
above)
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4.4
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Registration
Rights Agreement dated September 21, 2010 among Alere Inc., the subsidiary
guarantors named therein and Jefferies & Company, Inc., Goldman, Sachs
& Co. and Citigroup Global Markets Inc., as Representatives of the
Initial Purchasers
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