Item 1.01. Entry into a Material Definitive Agreement.
On the Closing Date, the Company and
The foregoing descriptions of the Supplemental Indenture and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by reference to the full text of the Supplemental Indenture, which is filed as Exhibit 4.1 hereto and incorporated by reference herein.
Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The information set forth in the Introductory Note above of this Current Report on Form 8-K is hereby incorporated by reference in its entirety into this Item 2.04.
The Indenture
The consummation of the Merger constituted both a Fundamental Change and a
Make-Whole Fundamental Change (each, as defined in the Indenture). Accordingly,
as required by the Indenture, the Company intends to notify holders of the
3.750% Convertible Senior Notes due 2026 (the "Notes") and the Trustee as
promptly as practicable following the Closing Date. Thereafter, each holder of
the Notes will have a right to convert such holder's Notes in the manner set
forth in the Indenture. In lieu of receiving shares of public common stock, par
value
Convertible Notes Repurchase Right
As a result of the closing of the Merger (which constituted a Fundamental Change), each holder of the Notes has the right, at such holder's option, to require the Company to repurchase for cash all or a portion of such holder's Notes, on a date (the "Fundamental Change Repurchase Date") to be specified by the Company at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the Fundamental Change Repurchase Date, in accordance with the terms and conditions of the Indenture (the "Convertible Notes Repurchase Right").
The foregoing descriptions of the Indenture and the Convertible Notes Repurchase
Right and the transactions contemplated thereby do not purport to be complete
and are qualified in their entirety by reference to the full texts of the
Supplemental Indenture, which is filed as Exhibit 4.1 hereto, and the Indenture,
which is included as Exhibit 4.1 to the Current Report on Form 8-K filed with
the
2
--------------------------------------------------------------------------------
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofMarch 31, 2023 , by and amongHeska Corporation ,Antech Diagnostics, Inc. ,Helsinki Merger Sub LLC and, solely for purpose of Section 9.15 of the Merger Agreement,Mars, Incorporated (incorporated by reference to Exhibit 2.1 to the Company's Form 8-K filed onApril 3, 2023 (File No.000-22427)) 4.1 Supplemental Indenture, by and betweenHeska Corporation andU.S. Bank Trust Company, National Association , dated as ofJune 13, 2023 4.2 Indenture, by and betweenHeska Corporation andU.S. Bank Trust Company, National Association , dated as ofSeptember 17, 2019 (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed onSeptember 17, 2019 (File No.000-22427)) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3
--------------------------------------------------------------------------------
© Edgar Online, source