Item 1.01. Entry into a Material Definitive Agreement.
Indenture
On July 19, 2016, PerkinElmer, Inc., a
Massachusetts corporation (the Company), issued 500,000,000 aggregate principal amount of 1.875% Senior Notes due 2026 (the Notes) in a public offering pursuant to a registration statement on Form S-3 (File
No. 333-210279) and a preliminary prospectus supplement and 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 October 25, 2011 (the Base Indenture) by and between the Company and U.S. Bank National Association (the Trustee), as supplemented by the Third Supplemental Indenture,
dated as of July 19, 2016 (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 July 19, 2016, by and between the Company, the Trustee, the London Paying Agent and Elavon Financial Services DAC, as transfer agent and registrar (the
Paying Agency Agreement). The sale of the Notes was made pursuant to the terms of an Underwriting Agreement (the Underwriting Agreement), dated as of July 12, 2016, among the Company and J.P. Morgan Securities plc and
Barclays Bank PLC, as representatives of the several underwriters named in the Underwriting Agreement. The Underwriting Agreement was separately filed with the SEC on July 14, 2016 as Exhibit 1.1 to the Companys Current Report on Form
8-K.
The Notes will mature on July 19, 2026. The Notes will bear interest at the rate of 1.875% per annum, which will be paid annually on each
July 19, commencing on July 19, 2017, to holders of record on the preceding July 5.
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 April 19, 2026 (three months prior to their maturity date), 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) 100% 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 35 basis points; plus, in each case, accrued and unpaid interest, if any, to, but excluding, the date of redemption. In addition, at any time on or after April 19, 2026 (three months prior to their maturity date), the Company
may redeem the Notes, in whole at any time or in part from time to time, at the Companys option, at a redemption price equal to 100% of the principal amount of the Notes due to be redeemed plus accrued and unpaid interest thereon, if any, to,
but excluding the date of such redemption.
Upon the occurrence of a Change of Control Repurchase Event (as defined in the Indenture) of the Company and a
contemporaneous downgrade of the Notes below an investment grade rating by at least two of Moodys Investors Service Inc., Standard & Poors Ratings Services and Fitch Ratings Limited, the Company will, in certain circumstances,
make an offer to purchase 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; that rank equal in right of
payment with all existing and any future unsecured and unsubordinated indebtedness of the Company; and senior in right of payment to any future 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
491 million after deducting the underwriting discount and estimated offering expenses. The Company intends to use the net proceeds of the Offering to reduce amounts outstanding under the Companys senior unsecured revolving credit
facility. 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 July 19, 2016, 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 October 27, 2011 as Exhibit 99.1 to the Companys 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.