MEAD JOHNSON NUTRITION COMPANY (NYSE:MJN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive
Agreement.
On June15, 2017, the Company entered into a Fourth Supplemental
Indenture (the Fourth Supplemental Indenture) to the Indenture,
dated November1, 2009, with RB and The Bank of New York Mellon
Trust Company, N.A. as trustee (the Trustee) (as supplemented by
(i)the First Supplemental Indenture, dated November5, 2009 (the
First Supplemental Indenture), (ii)the Second Supplemental
Indenture, dated May13, 2014 (the Second Supplemental Indenture)
and (iii)the Third Supplemental Indenture, dated November3, 2015
(the Third Supplemental Indenture), the Indenture), relating to
the guarantee by RB of the outstanding notes issued by the
Company under the Indenture (the RB Guarantee), consisting of
$700,000,000 aggregate principal amount of the Companys 4.90%
notes due 2019 (the 2019 Notes), $750,000,000 aggregate principal
amount of the Companys 3.000% notes due 2020 (the 2020 Notes),
$750,000,000 aggregate principal amount of the Companys 4.125%
notes due 2025 (the 2025 Notes), $300,000,000 aggregate principal
amount of the Companys 5.900% notes due 2039 (the2039 Notes) and
$500,000,000 aggregate principal amount of the Companys 4.600%
notes due 2044 (the 2044 Notes), and together with the 2019
Notes, the 2020 Notes, the 2025 Notes and the 2039 Notes and the
2025 Notes, the Notes, and each of the 2019 Notes, the 2020
Notes, the 2025 Notes, the 2039 Notes and the 2044 Notes are
hereinafter referred to as a series of Notes.
Under the terms of the Fourth Supplemental Indenture, RB fully
and unconditionally guarantees to the holders of each series of
the Notes and to the Trustee the full and punctual payment when
due, whether at stated maturity, by acceleration or otherwise, of
the principal of, premium, if any, on and interest on each series
of Notes and any other amounts due and payable under the
Indenture, subject to any applicable grace period or notice
requirement or both.
The foregoing description of the Fourth Supplemental Indenture
does not purport to be complete and is qualified in its entirety
by reference to the Fourth Supplemental Indenture, which is filed
as Exhibit4.1 hereto and is incorporated by reference into this
Item 1.01.
Item 1.02 Termination of a Material Definitive
Agreement.
On June15, 2017, the Company and its subsidiaries terminated the
Five Year Revolving Credit Facility Agreement, dated as of
June17, 2011 (as amended, restated, supplemented or otherwise
modified from time to time, the Credit Agreement), among the
Company, Mead Johnson Company, LLC, a Delaware limited liability
company, the borrowing subsidiaries from time to time party
thereto, the financial institutions from time to time party
thereto as lenders (the Lenders) and JPMorgan Chase Bank, N.A.,
as administrative agent for the Lenders, and all obligations
thereunder, other than certain indemnity obligations, were
repaid, satisfied and discharged in full.
Item 2.01 Completion of Acquisition or Disposition of
Assets.
On June15, 2017 (the Closing Date), to the terms of the Merger
Agreement, RB completed its acquisition of the Company through
the merger of Merger Sub with and into the Company (the Merger)
with the Company surviving the Merger as a wholly owned indirect
subsidiary of RB.
The Merger became effective at 7:10 a.m. (Central Daylight Time)
on the Closing Date, and at such time (the Effective Time), each
share of the Companys common stock, par value $0.01 per share
(the Common Stock), issued and outstanding immediately prior to
the Effective Time (other than (x)shares held by the Company as
treasury stock (other than shares held for the account of
clients, customers or other persons), (y)held by RB or by any
subsidiary of either the Company or RB and (z)held by any
stockholder who has properly made and perfected and not withdrawn
a demand for (or lost their right to) appraisal rights under
Delaware Law, collectively, the excluded shares) was cancelled
and converted into the right to receive $90.00 in cash, without
interest and subject to applicable
withholding taxes (the Per Share Merger Consideration). To
complete the Merger, RB paid consideration of approximately
$16.6 billion together with the assumption of certain
indebtedness of the Company, which was funded through a
combination of cash on hand of RB and/or its subsidiaries, cash
from the Company and/or its subsidiaries and proceeds from debt
facilities entered into by RB in connection with the Merger.
Each outstanding equity award (other than RSUs granted after
the date of the Merger Agreement) that was outstanding
immediately prior to the Effective Time vested and was
cancelled and the holders became entitled to receive the Per
Share Merger Consideration (except that holders of
out-of-the-money options received no consideration), less the
applicable exercise price in the case of stock options, and
less any required tax withholding in accordance with the terms
of the Merger Agreement. Each outstanding RSU granted after the
date of the Merger Agreement was converted into a phantom RSU
award tied to shares of RB common stock that will be settled in
cash upon satisfaction of the applicable vesting conditions.
The foregoing description of the Merger and the Merger
Agreement does not purport to be complete and is qualified in
its entirety by reference to the Merger Agreement, which was
filed as Exhibit2.1 to the Current Report on Form8-K filed by
the Company with the U.S. Securities and Exchange Commission
(the SEC) on February13, 2017, and is incorporated by reference
into this Item 2.01.
The disclosure regarding the Merger and the Merger Agreement
set forth in the Introduction and under Item 5.01 of this
Current Report on Form8-K is incorporated herein by reference.
Item 3.01 Notice of Delisting or Failure to Satisfy a
Continued Listing Ruleor Standard; Transfer of
Listing.
In connection with the closing of the Merger, the Company
notified the New York Stock Exchange (the NYSE) on the Closing
Date that the certificate of merger had been filed with the
Secretary of State of the State of Delaware and that, at the
Effective Time, each outstanding share of Common Stock (other
than the excluded shares) was cancelled and converted into the
right to receive the Per Share Merger Consideration. In
addition, the Company requested that the NYSE delist the Common
Stock on June15, 2017, and as a result, trading of Common
Stock, which trades under the ticker symbol MJN on the NYSE,
will be suspended prior to the opening of the NYSE on June15,
2017. The Company also requested that the NYSE file a
notification of removal from listing and registration on Form25
with the SEC to effect the delisting of the Common Stock from
the NYSE and the deregistration of the Common Stock under
Section12(b)of the Securities Exchange Act of 1934, as amended
(the Exchange Act).
The Company intends to file a Form15 with the SEC requesting
the termination of registration of the Common Stock under
Section12(g)of the Exchange Act and the suspension of reporting
obligations under Sections 13 and 15(d)of the Exchange Act.
Item 3.03 Material Modification to Rights of Security
Holders.
The information provided in the Introductory Note and set forth
under Items 1.01, 2.01, 3.01, 5.02 and 5.03 of this Current
Report on Form8-K is incorporated by reference into this Item
3.03.
At the Effective Time, each holder of shares of Common Stock
issued and outstanding immediately prior to the Effective Time
ceased to have any rights as a stockholder of the Company
(other than the right (except in the case of excluded shares)
to receive the Per Share Merger Consideration).
Item 5.01 Changes in Control of Registrant.
The information provided in the Introductory Note and set forth
under Items 2.01 and 5.02 of this Current Report on Form8-K is
incorporated by reference into this Item 5.01.
As a result of the Merger, a change in control of the Company
occurred on the Closing Date upon the filing of the certificate
of merger with the Secretary of State of the State of Delaware,
at which time the Company merged with and into Merger Sub and
is now a wholly owned indirect subsidiary of RB.
The description of the Merger and the Merger Agreement does not
purport to be complete and is qualified in its entirety by
reference to the Merger Agreement, which was filed as
Exhibit2.1 to the Current Report on Form8-K filed by the
Company with the SEC on February13, 2017, and is incorporated
by reference into this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Directors
In accordance with the Merger Agreement, Steven M. Altschuler,
M.D., Howard B. Bernick, Kimberly A. Casiano, Anna C. Catalano,
Celeste A. Clark, Ph.D., James M. Cornelius, Stephen W. Golsby,
Michael Grobstein, Peter Kasper Jakobsen, Peter G. Ratcliffe,
Michael A. Sherman, Elliott Sigal, M.D., Ph.D. and Robert S.
Singer ceased to be directors of the Company or members of any
committees of the board of directors of the Company effective
upon the completion of the Merger. At the Effective Time,
Aditya Sehgal, Jonathan Timmis, Kelly Slavitt and Dustin
Opatosky, who were the directors of Merger Sub immediately
prior to the Effective Time, became directors of the Company.
Officers
At the Effective Time, each of the following officers was
removed from the offices indicated besides such officers names
by the Companys board of directors and ceased to serve in such
offices:
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Peter Kasper Jakobsen |
President and Chief Executive Officer |
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Michel Cup |
Executive Vice President and Chief Financial Officer |
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James E. Shiah |
Vice President, Finance and Controller |
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Ian E. Ormesher |
Senior Vice President, Global Human Resources |
Item 5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
The information provided in the Introductory Note and set forth
under Item 2.01 of this Current Report on Form8-K is
incorporated by reference into this Item 5.03.
In accordance with the Merger Agreement, at the Effective Time,
the certificate of incorporation of the Company, as in effect
immediately prior to the Effective Time, was amended and
restated in its entirety. A copy of the third amended and
restated certificate of incorporation is attached as Exhibit3.1
hereto and is incorporated herein by reference.
In accordance with the Merger Agreement, at the Effective Time,
the bylaws of the Merger Sub became the bylaws of the Company.
A copy of the bylaws is attached as Exhibit3.2 hereto and is
incorporated herein by reference.
Item 8.01 Other Events.
On the Closing Date, the Company issued a press release
announcing the completion of the Merger. A copy of the press
release is attached hereto as Exhibit99.1 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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2.1 |
Agreement and Plan of Merger, dated as of February10, |
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3.1 |
Third Amended and Restated Certificate of Incorporation |
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3.2 |
Second Amended and Restated Bylaws of Mead Johnson |
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4.1 |
Fourth Supplemental Indenture, to the Indenture dated as |
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99.1 |
Press Release of Mead Johnson Nutrition Company, dated |
About MEAD JOHNSON NUTRITION COMPANY (NYSE:MJN)
Mead Johnson Nutrition Company (Mead Johnson) is a pediatric nutrition company. The Company manufactures, distributes and sells infant formulas, children’s nutrition and other nutritional products. The Company operates through three segments: Asia, North America/Europe and Latin America. Its product portfolio includes routine and specialty infant formulas, children’s milks and milk modifiers, dietary supplements for pregnant and breastfeeding mothers, pediatric vitamins, and products for pediatric metabolic disorders. The Company’s Enfa family of brands, including Enfamil infant formula, is a brand franchise in pediatric nutrition. Its product portfolio addresses a range of nutritional needs for infants, children, and expectant and nursing mothers. The Company markets its portfolio of approximately 70 products to mothers, healthcare professionals and retailers in over 50 countries in Asia, North America, Latin America and Europe.
