UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry Into a Material Definitive Agreement. |
On October 31, 2025, Elanco Animal Health Incorporated (the “Company”) entered into Amendment No. 3 to Credit Agreement (“Amendment No. 3”), by and among the Company, as borrower, Elanco US Inc., as co-borrower, Elanco Financing (Netherlands) B.V., as Dutch borrower, the subsidiary loan parties party thereto, the lenders and the issuing banks party thereto, JPMorgan Chase Bank, N.A., as administrative agent and U.S. and Canadian collateral agent, and Wilmington Trust, National Association, as non-U.S. and non-Canadian collateral agent and security trustee relating to its senior secured first lien credit facility.
Amendment No. 3 amended the Credit Agreement, dated as of August 1, 2020 (the “Credit Agreement”) to, among other things, refinance a portion of the outstanding term loans under the Existing Credit Agreement by (i) obtaining new U.S. dollar-denominated term loans in an aggregate principal amount equal to $1,100,000,000 with a maturity date of October 31, 2032 (the “2025 TLB Loans”), (ii) providing a new tranche of euro-denominated senior secured term loans in an aggregate principal amount of €400,000,000 with a maturity date of April 30, 2029 (the “2025 Euro TLA Loans”), (iii) providing a new tranche of farm credit term loans in an aggregate principal amount of $540,000,000 with a maturity date of October 31, 2032 (the “2025 Farm Credit Loans” and, together with the 2025 TLB Loans and the 2025 Euro TLA Loans, the “2025 Refinancing Facilities”) and (iv) making certain other changes to the covenants and terms of the Credit Agreement.
Proceeds of the 2025 Refinancing Facilities, plus cash on hand were used (a) to refinance all outstanding borrowings under the Company’s term loan B credit facility due 2027 and (b) to pay related fees and expenses.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to Amendment No. 3 filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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.
| Elanco Animal Health Incorporated | ||
| Date: November 3, 2025 | By: | /s/ Shiv O’Neill |
| Name: Shiv O’Neill | ||
| Title: Executive Vice President, General Counsel and Corporate Secretary | ||