Viatris Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 1, 2026

VIATRIS INC.

(Exact name of registrant as specified in its charter)

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1000 Mylan Boulevard, Canonsburg, Pennsylvania, 15317

(Address of Principal Executive Offices)

(724) 514-1800

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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On July 1, 2026 (the “Closing Date”), Viatris Inc. (“Viatris”) entered into an amended and restated term loan credit agreement (the “Amended and Restated Term Loan Credit Agreement”), among Viatris, the guarantors from time to time party thereto, the lenders from time to time party thereto and Mizuho Bank, Ltd., as administrative agent.  The Amended and Restated Term Loan Credit Agreement provides for a ¥40,000,000,000 principal amount senior unsecured term loan facility (the “Term Loan Credit Facility”).

Proceeds from the Term Loan Credit Facility will be used for general lawful corporate purposes of Viatris and its subsidiaries, including, without limitation, to repay outstanding obligations under Viatris’ prior ¥40,000,000,000 unsecured term loan facility, dated as of July 1, 2021, among Viatris, the guarantors from time to time party thereto, the lenders from time to time party thereto and Mizuho Bank, Ltd., as administrative agent.

As of the Closing Date, the Term Loan Credit Facility will be guaranteed by Mylan Inc., Utah Acquisition Sub Inc. and Mylan II B.V. and after the Closing Date, each other subsidiary of Viatris that guarantees (or is otherwise a co-obligor of) third party indebtedness in excess of $500,000,000 other than (i) any wholly owned subsidiary of Viatris which engages in no activities other than in connection with the financing of receivables of the receivables sellers and which is designated as a receivables entity by Viatris (“Receivables Entity”) and (ii) Upjohn Finance B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated and existing under the laws of the Netherlands (“Finco”), so long as it (a) does not hold (directly, and together with its subsidiaries) more than de minimis assets (other than (x) any intercompany notes or receivables that relate to the repayment of principal and interest of any indebtedness of Finco issued after June 16, 2020 and on or prior to the closing date of the Combination Transactions (as defined in the Amended and Restated Term Loan Credit Agreement) or (y) any proceeds from any indebtedness of Finco (so long as such proceeds are intended to be distributed to Viatris) or intercompany notes or receivables that relate to the distribution of such proceeds to Viatris), (b) generates more than de minimis Consolidated EBITDA (as defined in the Amended and Restated Term Loan Credit Agreement) and (c) does not at any time guarantee any third-party indebtedness of Viatris.

The Term Loan Credit Facility will initially bear interest at the TIBO Rate (determined in accordance with the Amended and Restated Term Loan Credit Agreement) plus 1.10% per annum.  The applicable margin over the TIBO Rate for the Term Loan Credit Facility can fluctuate based on the long-term unsecured senior, non-credit enhanced debt rating of Viatris by S&P Global Ratings, Moody’s Investors Service, Inc. and Fitch Ratings, Inc.

The Amended and Restated Term Loan Credit Agreement contains customary affirmative covenants for facilities of this type, including among others, covenants pertaining to the delivery of financial statements, notices of default and certain material events, maintenance of corporate existence and rights, property, and insurance and compliance with laws, as well as customary negative covenants for facilities of this type, including limitations on the incurrence of subsidiary indebtedness, liens, mergers and certain other fundamental changes, investments and loans, acquisitions, transactions with affiliates, payments of dividends and other restricted payments and changes in Viatris’ lines of business.  The Amended and Restated Term Loan Credit Agreement contains a financial covenant requiring maintenance of a leverage ratio no greater than 3.75 to 1.00 as of the last day of each fiscal quarter ending after the Closing Date.

The Amended and Restated Term Loan Credit Agreement contains default provisions customary for facilities of this type, which are subject to customary grace periods and materiality thresholds, including, among others, defaults related to payment failures, failure to comply with covenants, material misrepresentations, defaults under other material indebtedness, the occurrence of a “change in control”, bankruptcy and related events, material judgments, certain events related to pension plans and the invalidity or revocation of any loan document or any guarantee agreement of Viatris or any subsidiary that becomes a guarantor as described above.  If an event of default occurs under the Amended and Restated Term Loan Credit Agreement, the lenders may, among other things, declare immediately payable all borrowings. The default provisions in the Amended and Restated Term Loan Credit Agreement are applicable only from and after the Closing Date. Amounts borrowed under the Term Loan Credit Facility become due and payable on the date that is three years from the Closing Date.  Amounts borrowed under the Term Loan Credit Facility may be voluntarily prepaid without penalty or premium, other than customary breakage costs.

The foregoing summary of the Amended and Restated Term Loan Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amended and Restated Term Loan Credit Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the Amended and Restated Term Loan Credit Agreement is hereby incorporated by reference into this Item 2.03 of this Current Report on Form 8-K insofar as it relates to the creation of a direct financial obligation of Viatris.

(d)

Exhibits.

SIGNATURE

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.

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