Wednesday, June 24, 2009

Schering-Plough Filed Another Form S-4 Amendment With The SEC, Tonight. . . .


Here's a link to the newest S-4/A. I am still looking through it -- and there is still no mention of a European Commission antitrust filing date -- but it looks mostly to reflect updates occasioned by the $4.25 billion in Merck debt offerings, of earlier this week. If I am right about that, expect another one of these amendments, when the offerings close tomorrow evening -- June 25, 2009:

. . . .In lieu of drawing on one or more of these facilities at the consummation of the merger, we may, depending on market conditions, issue unsecured notes or bonds or commercial paper of Merck or Schering-Plough. On June [ • ], 2009, Merck completed a $4.25 billion public offering of senior unsecured notes. In connection with this offering, the bridge loan agreement was terminated and the commitment of the lenders under the 364-day asset sale facility was reduced by approximately $375 million. . . .

The commitments described above and the ability to draw under the new credit facilities or render the amendment of Merck’s existing revolving credit facility effective expire on a “drop-dead date” of December 8, 2009. However, this drop-dead date will be automatically extended to March 8, 2010, if the drop-dead date under the merger agreement is extended to March 8, 2010. . . .

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