Subsequent Events

6 Months Ended

Jun. 28, 2024

Jun. 30, 2023


15.			Subsequent Events

Therakos Divestiture


15.			Subsequent Events

Therakos Divestiture

On August 3, 2024, the Company entered into a Purchase and Sale Agreement (the “Agreement”) with Solaris Bidco Limited, Solaris IPCo Limited and Solaris US BidCo, LLC (collectively, the “Purchasers”), affiliates of CVC Capital Partners IX, for the transfer of the assets and liabilities constituting the Company’s Therakos business to Purchasers. Upon the terms and subject to the conditions set forth in the Agreement, Purchasers will acquire the Therakos business from the Company (the “Transaction”) for a base purchase price of $925.0 million.

The base purchase price is subject to customary adjustments; it could be decreased as a result of certain transaction expenses of the purchased entities and items defined as indebtedness in the Agreement, could be increased by certain amounts of cash, and could be increased or decreased based on the Therakos business’s net working capital at closing relative to an agreed working capital target. Such final purchase price will be paid in cash.

One of the Purchasers also made an irrevocable commitment to acquire the shares of the French company operating the Therakos business, Therakos (France) SAS. The definitive agreement with such Purchaser in relation to the shares of Therakos (France) SAS will become effective after satisfaction of local information requirements.

Subject to satisfaction or waiver of the closing conditions, the Company expects the Transaction to be completed in the fourth quarter of 2024. The Agreement provides that the Purchasers are not required to close prior to October 21, 2024, subject to extension in certain circumstances. The Company is required to use net proceeds from the transaction to prepay or redeem the Takeback Term Loans and Takeback Notes. Such mandatory prepayment or redemption will require us to pay a makewhole premium with the prepaid or redeemed debt, the amount of which will be based on the final net proceeds. Refer to Note 13 for additional information on this premium.

The Agreement provides termination rights for the Company and Purchasers under certain circumstances, including, subject to certain conditions, an uncured material breach by the other party or if the Transaction is not consummated by February 3, 2025. If the Agreement is terminated in connection with Purchasers’ breach of the Agreement or failure to consummate the Transaction under certain circumstances, Purchasers will be required to pay a termination fee of approximately $50.9 million in cash (the “Reverse Termination Fee”).

Purchasers have obtained equity financing commitments from CVC Capital Partners IX and debt financing commitments for the purpose of financing the Transaction, and CVC Capital Partners IX has agreed to guarantee Purchasers’ obligation to pay the Reverse Termination Fee, as well as certain other amounts, subject to the terms and conditions set forth in a limited guarantee. The obligations of the equity and debt financing sources under the applicable commitment letters are subject to customary conditions.

In connection with the Transaction, the parties will also enter into a transition services agreement and certain other agreements at the closing.

Amended and Restated Incentive Plans

In August 2024, the Company’s Board of Directors approved amended and restated award agreements under its 2024 Stock and Incentive Plan for the restricted unit awards and performance unit awards previously granted to for the Company’s non-employee directors and executive officers and amended and restated the Company’s Transaction Incentive Plan. As these amendments were approved during August 2024, the Company is still finalizing the impact on its unaudited condensed consolidated financial statements. The Company will record the impact of these amendments in the three months ended September 27, 2024 (Successor).