Organon & Co. Enters Material Definitive Agreement

TL;DR

Organon & Co. just signed a big deal, potentially creating new financial obligations.

AI Summary

On May 17, 2024, Organon & Co. entered into a material definitive agreement. This filing also indicates the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement for the registrant. The company is based in Jersey City, NJ.

Why It Matters

This filing signals a significant new contractual commitment or financial obligation for Organon & Co., which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and creating financial obligations can introduce financial risks and operational changes that require careful monitoring.

Key Players & Entities

• Organon & Co. (company) — Registrant
• May 17, 2024 (date) — Date of earliest event reported
• Jersey City, NJ (location) — Business Address

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share OGN NYSE Indicate by ch
• $500 million — te offering (the " Notes Offering ") of $500 million of 6.750% senior secured notes due 2034
• $300.0 million — mum amount of the Revolving Facility by $300.0 million and decreased the commitment fee payabl
• $1,550.0 million — terest rate in respect of the remaining $1,550.0 million of loans under the Dollar Term Facility

Filing Documents

• tm2414822d1_8k.htm (8-K) — 40KB
• tm2414822d1_ex4-1.htm (EX-4.1) — 1234KB
• tm2414822d1_ex4-3.htm (EX-4.3) — 1086KB
• tm2414822d1_ex10-1.htm (EX-10.1) — 1507KB
• 0001104659-24-063008.txt ( ) — 4803KB
• ogn-20240517.xsd (EX-101.SCH) — 3KB
• ogn-20240517_lab.xml (EX-101.LAB) — 33KB
• ogn-20240517_pre.xml (EX-101.PRE) — 22KB
• tm2414822d1_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. Indentures On May 17, 2024, Organon & Co. (the " Company ") and Organon Foreign Debt Co-Issuer B.V., a Dutch private limited liability company ( besloten vennootschap met beperkte aansprakelijkheid ) and wholly-owned subsidiary of Organon (the " Co-Issuer ", and together with the Company, the " Companies "), closed their previously announced private offering (the " Notes Offering ") of $500 million of 6.750% senior secured notes due 2034 (the " Secured Notes ") and $500 million of 7.875% senior unsecured notes due 2034 (the " Unsecured Notes " and, together with the Secured Notes, the " Notes "). Both series of Notes are guaranteed by each of the entities (the " Subsidiary Guarantors ") that guarantee the Companies' existing senior secured credit facilities (the " Credit Facilities "). The Company will to use the net proceeds from the sale of the Notes to repay a portion of its borrowings under the Credit Facilities' U.S. dollar-denominated "tranche B" term loan (the " Dollar Term Facility ") and to pay expenses incurred in connection with the foregoing and the offering of the Notes. The Secured Notes were issued pursuant to an indenture, dated as of May 17, 2024 (the " Secured Indenture "), by and among the Companies, the Subsidiary Guarantors, and U.S. Bank Trust Company, National Association, as trustee and collateral agent. The Unsecured Notes were issued pursuant to an indenture, dated as of May 17, 2024 (the " Unsecured Indenture ", and together with the Secured Indenture, the " Indentures "), by and among the Companies, the Subsidiary Guarantors, and U.S. Bank Trust Company, National Association, as trustee. Both series of Notes will mature on May 15, 2034 unless earlier redeemed or repurchased. Interest will accrue on both series of Notes from May 17, 2024 and is payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2024. The Notes may be redeemed, in

01 above is incorporated by reference into this Item 2.03

Item 1.01 above is incorporated by reference into this Item 2.03.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Indenture, dated as of May 17, 2024, by and among Organon & Co., Organon Foreign Debt Co-Issuer B.V. , the subsidiary guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee and collateral agent. 4.2 Form of 6.750% Senior Secured Notes due 2024 (included as Exhibit A to the Indenture filed herewith as Exhibit 4.1). 4.3 Indenture, dated as of May 17, 2024, by and among Organon & Co., Organon Foreign Debt Co-Issuer B.V. , the subsidiary guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee. 4.4 Form of 7.875 % Senior Notes due 2024 (included as Exhibit A to the Indenture filed herewith as Exhibit 4.3). 10.1 Amendment No. 2 to Senior Secured Credit Agreement and Amendment to Security Agreement, Organon & Co., Organon Foreign Debt Co-Issuer B.V., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent. 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. Organon & Co. By: /s/ Matthew Walsh Name: Matthew Walsh Title: Chief Financial Officer Dated: May 17, 2024

View Full Filing

View this 8-K filing on SEC EDGAR