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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): April 19, 2022

 

Elanco Animal Health Incorporated

(Exact name of registrant as specified in its charter)

 

Indiana  001-38661  82-5497352

(State or other jurisdiction
of incorporation)

  (Commission
File Number)		 

(I.R.S. Employer

Identification No.)

 

2500 Innovation Way

Greenfield, Indiana

(Address of principal executive offices)

 

46140

(Zip Code)

 

Registrant’s telephone number, including area code: (877) 352-6261

 

Not Applicable

(Former Name or Address, if Changed Since Last Report)

 

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):

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class   Trading Symbol(s)  

Name of each exchange on which
registered

Common stock, no par value   ELAN   New York Stock Exchange
5.00% Tangible Equity Units   ELAT   New York Stock Exchange

 

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. ¨

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On April 19, 2022, Elanco Animal Health Incorporated (the “Company”), Elanco US Inc. and certain subsidiaries of the Company entered into an incremental assumption agreement (the “Incremental Assumption Agreement”) with Farm Credit Mid-America, PCA, as incremental term lender, and Goldman Sachs Bank USA, as the term facility agent, supplementing and amending the Company’s existing credit agreement (the “Credit Agreement”) dated as of August 1, 2020 relating to its senior secured credit facility. The Incremental Assumption Agreement provides for a new incremental term facility under the Credit Agreement in an aggregate principal amount of $250,000,000, to be used to repay outstanding obligations under its revolving facility under the Credit Agreement. The incremental term facility matures on April 19, 2029. The terms of the new incremental term facility, including the interest rate and repayment terms, are generally consistent with the terms of the Company’s existing term loan facility under the Credit Agreement.

 

The foregoing description of the Incremental Assumption Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Incremental Assumption Agreement, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

 

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

 

The disclosure set forth under Item 1.01 above is incorporated by reference herein.

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
10.1   Incremental Assumption Agreement dated April 19, 2022 by and among Elanco Animal Health Incorporated, Elanco US Inc., the subsidiary loan parties party thereto, Farm Credit Mid-America, PCA, as incremental term lender, and Goldman Sachs Bank USA, as the term facility agent.
     
104.1   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

SIGNATURES

 

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.

 

  Elanco Animal Health Incorporated
   
Date: April 20, 2022 By: /s/ Todd Young
    Name:  Todd Young
    Title:  Executive Vice President and Chief Financial Officer

 

 

 

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