Phibro Animal Health Files 8-K on Material Agreement

TL;DR

Phibro Animal Health just filed an 8-K for a material definitive agreement. Big news coming.

AI Summary

Phibro Animal Health Corporation filed an 8-K on April 29, 2024, reporting on a material definitive agreement. The filing indicates a change in the company's structure or operations, with specific details expected to be elaborated upon in the accompanying exhibits. The report covers events occurring on or before April 28, 2024.

Why It Matters

This filing signals a significant development for Phibro Animal Health, potentially impacting its business operations, financial standing, or strategic direction.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or alter existing ones for a company, depending on the nature of the agreement.

Key Players & Entities

• Phibro Animal Health Corporation (company) — Registrant
• April 28, 2024 (date) — Earliest event reported
• April 29, 2024 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• 001-36410 (company_id) — Commission File Number

FAQ

Key Financial Figures

• $0.0001 — hich registered Class A Common Stock, $0.0001 par value per share PAHC NASDAQ Sto
• $350 m — ase price for the Purchased Business is $350 million, subject to certain adjustments s
• $325 million — ance the Transaction with approximately $325 million of new debt and, to the extent necessar

Filing Documents

• tm2412927d1_8k.htm (8-K) — 32KB
• tm2412927d1_ex99-1.htm (EX-99.1) — 18KB
• tm2412927d1_ex99-1img001.jpg (GRAPHIC) — 5KB
• tm2412927d1_ex99-1img002.jpg (GRAPHIC) — 7KB
• 0001104659-24-053265.txt ( ) — 245KB
• pahc-20240428.xsd (EX-101.SCH) — 3KB
• pahc-20240428_lab.xml (EX-101.LAB) — 33KB
• pahc-20240428_pre.xml (EX-101.PRE) — 22KB
• tm2412927d1_8k_htm.xml (XML) — 4KB

01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. Purchase and Sale Agreement and Debt Financing On April 28, 2024, Phibro Animal Health Corporation, a Delaware corporation ("Phibro Animal Health"), and Phibro Animal Health S.A., a Belgium corporation and wholly-owned subsidiary of Phibro Animal Health (together with Phibro Animal Health, "Phibro"), entered into a Purchase and Sale Agreement (the "Purchase Agreement") with Zoetis Inc., a Delaware corporation ("Zoetis") to acquire Zoetis' medicated feed additive (MFA) product portfolio, certain water soluble products and related assets (the "Purchased Business"). The acquisition includes the purchase of the equity interests of Zoetis Medolla Manufacturing S.r.l. and Zoetis Suzhou Manufacturing Co., Ltd. and the acquisition of certain assets from Zoetis and its subsidiaries. The purchase price for the Purchased Business is $350 million, subject to certain adjustments set forth in the Purchase Agreement, payable in cash at the closing of the transaction (the "Closing," and such transaction, the "Transaction"). The board of directors of Phibro has approved the Purchase Agreement and the transactions contemplated thereby. The Purchase Agreement includes customary representations, warranties and covenants, including certain covenants, among other things, that (i) Zoetis will, prior to the Closing, conduct the Purchased Business in all material respects in the ordinary course of business consistent with past practice, (ii) each party will, prior to the Closing, use reasonable best efforts to obtain required regulatory approvals for the Closing and (iii) Zoetis will assist in transitioning certain services of the Purchased Business to Phibro. The Closing is subject to customary conditions, including, among other things, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other closing conditions, such as the accuracy of re

01 REGULATION FD DISCLOSURE

ITEM 7.01 REGULATION FD DISCLOSURE. On April 28, 2024, the Company issued a press release announcing the acquisition. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in this Item 7.01 and in the press release is being furnished and shall not be deemed to be "filed" for purposes of Section 18 of, or otherwise regarded as filed under, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

01 FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits Exhibit Number Description 99.1 Press Release, dated April 28, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3

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 thereunto duly authorized. PHIBRO ANIMAL HEALTH CORPORATION Registrant Date: April 29, 2024 By: /s/ Judith Weinstein Name: Judith Weinstein Title: Senior Vice President, General Counsel and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR