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| BIO > SEC Filings for BIO > Form 8-K on 28-May-2009 | All Recent SEC Filings |
28-May-2009
Entry into a Material Definitive Agreement, Creation of a Direct Financi
On May 26, 2009, Bio-Rad Laboratories, Inc. (the "Company"), a Delaware corporation, completed an offering of $300,000,000 aggregate principal amount of its 8.00% Senior Subordinated Notes due 2016 (the "Notes"). The Notes were offered and sold to Credit Suisse Securities (USA) LLC (the "Initial Purchaser") in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"). The Initial Purchaser then sold the Notes to qualified institutional buyers pursuant to exemptions from registration provided by Rule 144A and Regulation S under the Securities Act. The Notes are governed by an Indenture, dated as of May 26, 2009 (the "Indenture"), by and between the Company and Wells Fargo Bank, National Association, as trustee, paying agent and registrar.
The Initial Purchaser and its direct and indirect transferees will be entitled to the benefits of an Exchange and Registration Rights Agreement, dated as of May 26, 2009 (the "Registration Rights Agreement"), between the Company and the Initial Purchaser. Pursuant to the Registration Rights Agreement, the Company has agreed to register the Notes under the Securities Act within a specified time or pay additional amounts to the holders of the Notes.
The description in this Current Report of the Notes, the Indenture and the Registration Rights Agreement is not intended to be a complete description of those documents, and the description is qualified in its entirety by the full text of those documents which are attached as exhibits to and incorporated by reference in this Current Report.
The information set forth in Item 1.01 of this report is incorporated in this Item 2.03 by reference.
Exhibits.
The following exhibits are filed with the Form 8-K:
4.1
Indenture, dated as of May 26, 2009, by and between Bio-Rad Laboratories, Inc. and Wells Fargo Bank, National Association, as trustee, paying agent and registrar, including the form of Notes.
4.2
Exchange and Registration Rights Agreement, dated as of May 26, 2009, between Bio-Rad Laboratories, Inc. and Credit Suisse Securities (USA) LLC.
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