Entry into a Material Definitive Agreement · Completion of Acquisition or Disposition of Assets · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Regulation FD Disclosure
Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT The information related to the Note Purchase Agreement set forth under Item 2.03 of this Report is hereby incorporated herein by reference.
Filed Aug 6, 2026Accepted Aug 6, 2026, 5:14 PM EDTCIK 746598Accession 0000746598-26-000034
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Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
The information related to the Note Purchase Agreement set forth under Item 2.03 of this Report is hereby incorporated herein by reference.
Item 2.01Item 2.01 - Completion of Acquisition
Item 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On August 3, 2026, the Purchaser and the Seller closed the previously announced Transaction (the “Closing”) pursuant to the terms of the Purchase Agreement. The Company funded the Transaction and related fees and expenses with cash on hand and borrowings under the Credit Facilities (as defined herein).
Pursuant to the terms of the Purchase Agreement, in connection with the Closing, the Seller and the Purchaser entered into a transition services agreement, whereby the Seller agreed to provide the Purchaser with certain services for a limited period of time following the Closing to facilitate the separation of the Business from the Seller. Under the transition services agreement, the Purchaser also agreed to provide certain services to the Seller for a limited period of time following the Closing related to the occupancy of certain real estate properties, manufacturing support and certain website maintenance. In connection with the Closing, the Seller and the Purchaser also entered into an intellectual property license agreement, which governs the post-closing usage rights and licenses between the parties for certain technology and intellectual property used in connection with the operation of the Business.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 21, 2026 and is incorporated herein by reference.
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
Item 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
In connection with the consummation of the Transaction, the Company incurred indebtedness consisting of (i) approximately $800 million aggregate principal amount borrowed under its existing $1.0 billion Credit Agreement (the “Credit Agreement”), dated as of June 12, 2026; and (ii) approximately $800 million aggregate principal amount borrowed under the Note Purchase Agreement (as described herein) (the “Note Purchase Agreement” and, together with the Credit Agreement, the “Credit Facilities”). The proceeds of the borrowings under the Credit Facilities, together with cash on hand, were used to fund the Transaction and related fees and expenses.
Note Purchase Agreement
On August 3, 2026, the Company completed a private placement of $250 million of 5.43% Senior Notes, Series A, due August 3, 2031 (the “Series A Notes”), $300 million of 5.65% Senior Notes, Series B, due August 3, 2033 (the “Series B Notes”), and $250 million of 5.90% Senior Notes, Series C, due August 3, 2036 (the “Series C Notes” and, together with the Series A Notes and the Series B Notes, the “Senior Notes”), in each case pursuant to a Note Purchase Agreement with the purchasers party thereto. The Senior Notes are senior unsecured obligations of the Company and are guaranteed by certain of the Company’s wholly-owned domestic subsidiaries. A portion of the proceeds of the Senior Notes were used to finance the Transaction and related fees and expenses, with the remainder of such proceeds to be used for general corporate purposes. The Senior Notes were offered and sold to the purchasers in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Senior Notes will not be registered for resale and may not be
resold absent such registration or pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.
The Note Purchase Agreement contains various customary covenants, including a maximum consolidated net leverage ratio of 3.50 to 1.00, which will temporarily be increased to up to 4.00 to 1.00 for the four computation periods ending after the Closing, and a minimum consolidated interest coverage ratio of 3.00 to 1.00.
The foregoing description of the material terms of the Note Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Note Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Report and is incorporated herein by reference.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 REGULATION FD DISCLOSURE
The Company issued a press release on August 3, 2026 announcing the closing of the Transaction, which is attached hereto as Exhibit 99.1 to this Report and is incorporated by reference herein.
The information in this Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.