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SHPG > SEC Filings for SHPG > Form 8-K on 16-Dec-2013All Recent SEC Filings

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Form 8-K for SHIRE PLC


16-Dec-2013

Entry into a Material Definitive Agreement, Financial Statements and Exhibits


Item 1.01. Entry into a Material Definitive Agreement

As previously reported, on November 11, 2013, Shire plc (as guarantor and an original borrower) ("Shire") and Shire Global Finance (as an original borrower) entered into a US $2.60 billion Facilities Agreement (the "Facilities Agreement") with, among others, Morgan Stanley Bank International Limited (acting as lead arranger and agent). The Facilities Agreement initially comprised two credit facilities: (i) a US $1.75 billion term loan facility and
(ii) a US $0.85 billion term loan facility.

On December 13, 2013, Shire and Morgan Stanley International Limited, among others, entered into a letter agreement (the "Letter Agreement") pursuant to which Shire exercised its right to cancel US$ 0.85 billion of the US $1.75 billion term loan facility, and therefore, as of December 13, 2013, the US $1.75 billion term loan facility has been reduced to a $0.90 billion term loan facility.

As previously reported, the US $0.90 billion term loan facility (previously the US $1.75 billion term loan facility), may be used only to finance the purchase price payable in respect of the proposed acquisition of ViroPharma Incorporated (including certain related costs) and for the redemption of Shire's US $1.1 billion convertible bonds due 2014 (the "Convertible Bonds"). Shire agreed to cancel US $0.85 billion of the US $1.75 billion term loan facility because, following Shire's announcement on November 26, 2013 that it would redeem all outstanding Convertible Bonds on December 27, 2013, bondholders exercised their conversion rights in respect of US $1,099,050,000 of the outstanding principal amount of the Convertible Bonds and only US $950,000 of the outstanding principal amount of the Convertible Bonds currently remains outstanding.

Other than as expressly modified pursuant to the Letter Agreement, the Facilities Agreement, which was filed as Exhibit 10.1 to the Current Report on Form 10-K filed with the Securities and Exchange Commission by Shire on November 12, 2013, remains in full force and effect. The foregoing description of the Letter Agreement is not complete and is qualified in its entirety be reference to the Letter Agreement, which is filed hereto as Exhibit 10.1 and is incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits

(d) Exhibits

   Exhibit No.   Description

      10.1       Letter agreement dated December 13, 2013 among Shire plc,
                 Morgan Stanley Bank International Limited, as agent, and the
                 other parties thereto


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