PerkinElmer, Inc. (NYSE:PKI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

Indenture

On April11, 2018, PerkinElmer, Inc., a Massachusetts corporation (the “Company”), issued €300,000,000 aggregate principal amount of 0.600% Senior Notes due 2021 (the “Notes”) in a public offering to a registration statement on Form S-3 (File No.333-210279) and a base prospectus and a prospectus supplement related to the offering of the Notes (the “Offering”), each as previously filed with the Securities and Exchange Commission (the “SEC”). The Notes were issued under an indenture, dated as of October25, 2011 (the “Base Indenture”) by and between the Company and U.S. Bank National Association (the “Trustee”), as supplemented by the Fourth Supplemental Indenture, dated as of April11, 2018 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) among the Company, the Trustee and Elavon Financial Services DAC, UK Branch, as paying agent (the “London Paying Agent”), and are subject to the Paying Agency Agreement, dated as of April11, 2018, by and between the Company, the Trustee, the London Paying Agent and U.S. Bank National Association, as transfer agent and registrar (the “Paying Agency Agreement”). The sale of the Notes was made to the terms of an Underwriting Agreement (the “Underwriting Agreement”), dated as of April4, 2018, between the Company and J.P. Morgan Securities plc, as representative of the several underwriters named in the Underwriting Agreement.

The Notes will mature on April9, 2021. The Notes will bear interest at the rate of 0.600% per annum, which will be paid annually in arrears on each April9, commencing on April9, 2019, to holders of record on the preceding March 25.

The Notes have been approved for listing on the New York Stock Exchange. Upon such listing, the Company will use commercially reasonable best efforts to maintain such listing and satisfy the requirements for such continued listing as long as the Notes are outstanding.

Prior to the maturity date of the Notes, the Company may redeem the Notes in whole at any time or in part from time to time, at its option, at a redemption price equal to the greater of (1)50% of the principal amount of the Notes to be redeemed and (2)the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued but unpaid as of the date of redemption) discounted at the date of redemption on an annual basis (ACTUAL/ACTUAL (ICMA)), at the applicable Comparable Government Bond Rate (as defined in the Indenture) plus 15 basis points; plus, in each case, accrued and unpaid interest, if any, to, but excluding, the date of redemption.

Upon the occurrence of a Change of Control Repurchase Event (as defined in the Indenture) of the Company, the Company will, in certain circumstances, make an offer to repurchase the Notes at a price equal to 101% of their principal amount plus any accrued and unpaid interest, if any, to, but excluding, the date of repurchase.

The Notes are general unsecured obligations of the Company that are effectively subordinated in right of payment to all existing and future secured indebtedness of the Company to the extent of the value of the assets securing such indebtedness, and effectively subordinated to all existing and any future liabilities of its subsidiaries, including trade payables; rank equal in right of payment with all existing and any future unsecured and unsubordinated indebtedness of the Company; and rank senior in right of payment to any future subordinated indebtedness of the Company that is from time to time outstanding.

The Indenture contains limited affirmative and negative covenants of the Company. The negative covenants restrict the ability of the Company and its subsidiaries to create, incur or assume debt secured by liens on its Principal Property (as defined in the Indenture) or to engage in sale and lease back transactions to the extent that the property subject to the sale and leaseback transaction is a Principal Property.

Upon the occurrence of an event of default under the Indenture, which includes payment defaults, defaults in the performance of affirmative and negative covenants, bankruptcy and insolvency related defaults and failure to pay certain indebtedness, the obligations of the Company under the Notes may be accelerated, in which case the entire principal amount of the Notes may become immediately due and payable.

The Company expects that the net proceeds from the sale of the Notes will be approximately €297.4million after deducting the underwriting discount and estimated offering expenses. The Company intends to use the net proceeds of the Offering to repay all of the $200million principal amount outstanding under the Company’s term loan facility plus accrued and unpaid interest and to repay approximately $166.4million principal amount outstanding under the Company’s revolving credit facility, in each case which borrowings were incurred to pay a portion of the purchase price of the Company’s acquisition of EUROIMMUN Medizinische Labordiagnostika AG. To the extent that any net proceeds of the Offering remain, the Company intends to use such proceeds for general corporate purposes.

Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Company, has issued an opinion to the Company, dated April11, 2018, regarding the legality of the Notes. A copy of the opinion as to legality is filed as Exhibit 5.1 hereto.

The foregoing description of certain of the terms of the Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Base Indenture, which was filed with the SEC on October27, 2011 as Exhibit 99.1 to the Company’s Current Report on Form 8-K, the Supplemental Indenture, which is filed with this report as Exhibit 4.2, the Paying Agency Agreement, which is filed with this report as Exhibit 4.3, and the Form of Note (included in Exhibit 4.2), all of which are incorporated herein by reference. The foregoing description of certain terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed with this report as Exhibit 1.1 and is incorporated herein by reference.

(d) Exhibits.

PERKINELMER INC Exhibit
EX-1.1 2 d569705dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 PerkinElmer,…
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About PerkinElmer, Inc. (NYSE:PKI)

PerkinElmer, Inc. is a provider of products, services and solutions to the diagnostics, research, environmental and laboratory markets. The Company’s operating segments include Human Health, Environmental Health and Corporate. The Human Health segment concentrates on developing diagnostics, tools and applications to help detect diseases earlier. Within its Human Health segment, the Company serves the diagnostics and research markets. It provides early detection for genetic disorders from pregnancy to early childhood, as well as flat panel X-ray detectors and infectious disease testing for the diagnostics market. The Environmental Health segment provides products, services and solutions to facilitate the creation of safer food and consumer products, secure surroundings and energy resources. The Environmental Health segment serves the environmental, industrial and laboratory services markets. The Company markets its products and services in over 150 countries.