8-K

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): April 11, 2022

Elanco Animal Health Incorporated

(Exact name of registrant as specified in its charter)

Indiana	001-38661	82-5497352
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2500 Innovation Way Greenfield, Indiana (Address of principal executive offices) 46140 (Zip Code)

Registrant’s telephone number, including area code: (877) 352-6261

Not Applicable

(Former Name or Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, no par value	ELAN	New York Stock Exchange
5.00% Tangible Equity Units	ELAT	New York Stock Exchange

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).

¨  Emerging growth company

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. ¨

Item 5.02            Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 12, 2022, Elanco US, Inc., a wholly owned subsidiary of Elanco Animal Health Incorporated (“Elanco”), entered into a Consulting Agreement with Aaron Schacht, a former executive officer of Elanco who is leading the potential carve-out of Elanco’s microbiome R&D platform (the “Microbiome Platform”). As previously disclosed, Mr. Schacht separated from Elanco on December 31, 2021, but continues to lead an external team responsible for continuing development of the Microbiome Platform. As described below under Item 7.01, Elanco has now consummated a transaction creating an independent, privately-funded microbiome innovation company.

Pursuant to the Consulting Agreement, Mr. Schacht has agreed to serve as a member of Elanco’s Science and Technology Advisory Board and to provide general consulting on various special topics as requested by Elanco from time to time, in each case for an initial hourly fee of $250 an hour. The initial term of the Consulting Agreement is 12 months, which may be terminated or extended as contemplated in the agreement.

Item 7.01            Regulation FD Disclosure.

On April 11, 2022, Elanco announced the creation of BiomEdit, an independent, privately-funded microbiome innovation company to which Elanco intends to contribute assets related to the Microbiome Platform in exchange for non-voting equity in the new company. No contingent fee will be due to Mr. Schacht or his affiliated entity in connection with the transaction pursuant to the previously disclosed agreement between Elanco and Mr. Schacht. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01, including the information contained in the accompanying Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as otherwise expressly stated in such filing.

Item 8.01            Other Events.

On April 12, 2022, Elanco issued a press release announcing (i) that, as of 5:00 p.m., New York City time, on April 11, 2022 (the “Early Tender Time”), holders of $406,391,000 aggregate principal amount of Elanco’s outstanding 4.272% Senior Notes due 2023 (the “Notes”) had tendered their Notes pursuant to its tender offer previously announced on March 29, 2022 (the “Tender Offer”) and (ii) the increase of the tender cap from $250,000,000 aggregate principal amount of Notes to $406,391,000 aggregate principal amount of Notes. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

As of the Early Tender Time, the tenders received by Elanco for the Notes represented in the aggregate approximately 54.19% of the outstanding Notes. The Tender Offer will expire at 12:00 a.m., New York City time, on Monday, April 25, 2022 unless extended or earlier terminated (the “Expiration Time”), however Elanco does not expect to accept any Notes tendered after the Early Tender Time.

On April 13, 2022, Elanco announced that it exercised its right to accept for early payment all of the Notes validly tendered on or prior to the Early Tender Time.

Each holder who validly tendered its Notes on or prior to the Early Tender Time will receive the total consideration of $1,035 per $1,000 principal amount of the Notes tendered and accepted for payment, which includes $1,005 as the tender offer consideration and $30 as the early tender payment. In addition, accrued interest up to, but not including, the payment date of the Notes will be paid in cash on all validly tendered and accepted Notes.

The complete terms and conditions of the Tender Offer for the Notes are detailed in the Offer to Purchase. The Tender Offer is being made only through, and subject to the terms and conditions set forth in, the Offer to Purchase.

Item 9.01             Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release issued by Elanco Animal Health Incorporated, dated April 11, 2022.
99.2	Press Release issued by Elanco Animal Health Incorporated, dated April 12, 2022.
104.1	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: April 13, 2022	By:	/s/ Todd Young
		Name:  Todd Young
		Title:  Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

Elanco and Ginkgo Bioworks Launch BiomEdit, a New
Animal Health Company Leveraging Microbiome
Technology

BiomEdit intends to discover and develop animal health products that leverage microbiome
science to improve animal health, animal protein production, and livestock disease monitoring

GREENFIELD, IN and BOSTON, MA (April 11, 2022) – Elanco Animal Health Incorporated (NYSE: ELAN), a leading global animal health company, and Ginkgo Bioworks (NYSE: DNA), the leading horizontal platform for cell programming, today announced the launch of BiomEdit, a microbiome innovation company that is expected to discover, develop and introduce novel probiotics, bioactive molecules, engineered microbial medicines and microbial monitoring services for animal health.

Microbiome science is a rapidly growing field creating breakthroughs in animal health based on the microbial communities in animals and the surrounding environment. BiomEdit intends to discover, develop and introduce differentiated products that address some of the greatest needs for innovation in animal health, including medicated feed ingredients, nutritional health and therapeutics for livestock and pet species, as well as biosecurity technology for animal disease monitoring.

In October 2021, Elanco announced its intention to carve out its microbiome platform and pipeline under the leadership of Aaron Schacht, BiomEdit CEO and former Elanco executive vice president of Innovation, Regulatory and Business Development, to concentrate and focus more resources on its high value late-stage Pet Health pipeline. BiomEdit is the result of this separation, and was developed with Ferment Co., the company creation studio that helps ideate and launch new companies across a variety of end-markets that use cell programming to support human and environmental health and well-being.

Elanco will contribute intellectual property and a pipeline of ongoing programs to BiomEdit, which will be staffed with members of the former Elanco microbiome R&D team. The team brings the expertise and experience needed to build on the foundation of microbiome work started at Elanco. By leveraging foundational programs from Elanco, intellectual property from both Elanco and Ginkgo, and an experienced team, BiomEdit should be well positioned as a stand-alone company to develop and launch innovative products to address unmet needs in animal health.

"Livestock producers and veterinarians are calling for new products that address antibiotic resistance and improve livestock sustainability," said Mr. Schacht. "Coupling the platform, pipeline and deep expertise of the former Elanco microbiome team with Ginkgo’s unique screening and strain engineering capabilities will accelerate and amplify our ability to advance novel animal microbiome inspired products for animal health."

"Elanco is excited to continue its participation in the microbiome by partnering with Ginkgo, Viking Global Investors and Anterra Capital to create the next-generation animal health innovation player,” said Jeff Simmons, president and CEO of Elanco Animal Health. “We wish Aaron and his team the best as they build out this novel innovation platform to address unmet needs in animal health, such as alternatives to antibiotics."

Ginkgo has significant expertise in the discovery, design and monitoring of microbes at scale for a wide array of functions. BiomEdit plans to leverage Ginkgo's state-of-the-art cell programming platform to improve the design and development of probiotics, bioactives, engineered microbial medicines, and microbial monitoring services. BiomEdit joins other Ginkgo Bioworks platform ventures such as Joyn Bio, Motif FoodWorks, Allonnia, Arcaea, Verb Biotics and Ayana Bio.

"We are always on the lookout for opportunities to accelerate our partners’ abilities to address massive challenges, such as antibiotic resistance in livestock," said Jason Kelly, CEO of Ginkgo. "Together, we see Ginkgo and BiomEdit addressing significant opportunities in the animal health industry with new breakthroughs based on microbiome science. We deeply depend on the health of animals in our ecosystem and supply chains; the potential applications for our cell programming platform in this area are far reaching."

In addition to the assets and intellectual property contributed by Elanco and Ginkgo, BiomEdit is launching with a targeted Series A funding raise of $40 million, with participation by Viking Global Investors and Anterra Capital. In exchange for their respective asset and intellectual property contributions, Elanco and Ginkgo are expected to retain approximately 40% combined proportional ownership of BiomEdit, on a fully-diluted basis, upon the completion of the Series A financing. Elanco’s ownership will be in non-voting shares.

J.P. Morgan Securities LLC acted on behalf of Elanco as sole placement agent on the financing.

About BiomEdit

BiomEdit is a microbiome innovation company that discovers, designs and develops novel probiotics, microbiome derived bioactives and engineered microbial medicines to address unmet needs in animal health. We partner with Ginkgo Bioworks to amplify and accelerate product discovery and development with a goal of introducing breakthrough innovation for livestock producers and veterinarians.

About Elanco

Elanco Animal Health Incorporated (NYSE: ELAN) is a global leader in animal health dedicated to innovating and delivering products and services to prevent and treat disease in farm animals and pets, creating value for farmers, pet owners, veterinarians, stakeholders, and society as a whole. With nearly 70 years of animal health heritage, we are committed to helping our customers improve the health of animals in their care, while also making a meaningful impact on our local and global communities. At Elanco, we are driven by our vision of Food and Companionship Enriching Life and our Elanco Healthy Purpose™ Sustainability/ESG Pledges –all to advance the health of animals, people, and the planet. Learn more at elanco.com.

About Ginkgo Bioworks

Ginkgo is building a platform to enable customers to program cells as easily as we can program computers. The company's platform is enabling biotechnology applications across diverse markets, from food and agriculture to industrial chemicals to pharmaceuticals. Ginkgo has also actively supported a number of COVID-19 response efforts, including K-12 pooled testing, vaccine manufacturing optimization and therapeutics discovery. For more information, visit www.ginkgobioworks.com.

About FermentCo

The Ferment Co is a company creation studio for the next wave of synthetic biology product companies. The Ferment Co is powered by Ginkgo Bioworks, the world’s most advanced platform for cell programming. Learn more at www.Ferment.co.

Forward-Looking Statements of Ginkgo Bioworks

This press release contains certain forward-looking statements within the meaning of the federal securities laws, including statements regarding the potential success of the partnership and Ginkgo's cell programming platform. These forward-looking statements generally are identified by the words "believe," "can," "project," "potential," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) the effect of Ginkgo's business combination with Soaring Eagle Acquisition Corp. ("Soaring Eagle") on Ginkgo's business relationships, performance, and business generally, (ii) risks that the business combination disrupts current plans of Ginkgo and potential difficulties in Ginkgo's employee retention, (iii) the outcome of any legal proceedings that may be instituted against Ginkgo related to its business combination with Soaring Eagle, (iv) volatility in the price of Ginkgo's securities now that it is a public company due to a variety of factors, including changes in the competitive and highly regulated industries in which Ginkgo operates and plans to operate, variations in performance across competitors, changes in laws and regulations affecting Ginkgo's business and changes in the combined capital structure, (v) the ability to implement business plans, forecasts, and other expectations after the completion of the business combination, and identify and realize additional opportunities, (vi) the risk of downturns in demand for products using synthetic biology, (vii) the unpredictability of the duration of the COVID-19 pandemic and the demand for COVID-19 testing and the commercial viability of our COVID-19 testing business, and (viii) changes to the biosecurity industry, including due to advancements in technology, emerging competition and evolution in industry demands, standards and regulations. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of Ginkgo's annual report on Form 10-K filed with the U.S. Securities and Exchange Commission (the "SEC") on March 29, 2022 and other documents filed by Ginkgo from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Ginkgo assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Ginkgo does not give any assurance that it will achieve its expectations.

Forward-Looking Statements of Elanco

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (Exchange Act). Forward-looking statements are based on Elanco’s current expectations and assumptions regarding its business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, Elanco’s actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national, or global political, economic, business, competitive, market, and regulatory conditions, including but not limited to the impact of disruptive innovations and advances in veterinary medical practices, animal health technologies and alternatives to animal-derived protein; whether the operational and strategic benefits of the transaction described herein can be achieved; and whether the uncertainty of announcing the separation initiative will have adverse impacts on the employees, customers and suppliers related to Elanco’s microbiome platform or its business generally. For additional information about the factors that could cause actual results to differ materially from forward-looking statements, please see Elanco’s latest Form 10-K and subsequent Form 10-Qs filed with the Securities and Exchange Commission. Although Elanco has attempted to identify important risk factors, there may be other risk factors not presently known to Elanco or that it presently believes are not material that could cause actual results and developments to differ materially from those made in or suggested by the forward-looking statements contained in this press release. If any of these risks materialize, or if any of the above assumptions underlying forward-looking statements prove incorrect, actual results and developments may differ materially from those made in or suggested by the forward-looking statements contained in this press release. Elanco cautions you against relying on any forward-looking statements, which should also be read in conjunction with the other cautionary statements that are included elsewhere in this press release. Any forward-looking statement made by Elanco in this press release speaks only as of the date thereof. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible to predict all of them. Elanco undertakes no obligation to publicly update or to revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

GINKGO BIOWORKS INVESTOR CONTACT:

investors@ginkgobioworks.com

GINKGO BIOWORKS MEDIA CONTACT: 

press@ginkgobioworks.com

ELANCO INVESTOR CONTACT 

Katy Grissom

+1.317.273.9248

kathryn.grissom@elancoah.com

ELANCO MEDIA CONTACT

Colleen Parr Dekker

+1.317.989.7011

colleen.dekker@elancoah.com

EX-99.2

Exhibit 99.2

FOR IMMEDIATE RELEASE

Investor Contact: Kathryn Grissom (317) 273-9284 or kathryn.grissom@elancoah.com

Media Contact: Colleen Parr Dekker (317) 989-7011 or colleen.dekker@elancoah.com

Elanco Animal Health Incorporated Announces Early Results of Tender Offer and Increase in
Tender Cap for 2023 Notes

Greenfield, IN, (April 12, 2022) (BUSINESSWIRE) -- Elanco Animal Health Incorporated (NYSE: ELAN) (“Elanco”) today announced that as of 5:00 p.m., New York City time, on April 11, 2022 (the “Early Tender Time”), holders of approximately $406,391,000 aggregate principal amount, or approximately 54.19% of the outstanding principal amount, of its outstanding 4.272% Senior Notes due 2023 (the “Notes”) had tendered their Notes pursuant to Elanco’s previously announced tender offer (the “Offer”).

Elanco also announced today that it has increased the tender cap from $250,000,000 aggregate principal amount of the Notes to $406,391,000 aggregate principal amount of the Notes (the “Tender Cap”).

The complete terms and conditions of the Offer are detailed in Elanco’s Offer to Purchase, dated March 29, 2022. Elanco currently expects that on April 13, 2022, it will accept for payment, subject to the conditions set forth in the Offer to Purchase, all of the Notes validly tendered on or prior to the Early Tender Time.

Upon early settlement, each holder who validly tendered its Notes on or prior to the Early Tender Time will receive the “Total Consideration” of $1,035 per $1,000 principal amount of Notes tendered, which includes the “Tender Offer Consideration” of $1,005 per $1,000 principal amount of Notes tendered and accepted for payment and the “Early Tender Payment” of $30 per $1,000 principal amount of Notes tendered and accepted for payment. In addition, accrued interest up to, but not including, the payment date of the Notes will be paid in cash on all validly tendered and accepted Notes.

The Offer is scheduled to expire at 12:00 a.m., New York City time, on Monday, April 25, 2022, unless extended or earlier terminated (the “Expiration Time”), however Elanco does not expect to accept any Notes tendered after the Early Tender Time. Because the withdrawal deadline of 5:00 p.m., New York City time, on April 11, 2022, has passed, tendered Notes may no longer be withdrawn at any time, except to the extent that Elanco is required by law to provide additional withdrawal rights.

Except with respect to the increase in the Tender Cap, all the conditions set forth in the Offer to Purchase remain unchanged. If any of the conditions are not satisfied, Elanco may terminate the Offer and return tendered Notes not previously accepted. Elanco has the right to waive any of the foregoing conditions with respect to the Notes and to consummate the Offer. In addition, Elanco has the right, in its sole discretion, to terminate the Offer at any time, subject to applicable law.

Citigroup Global Markets Inc. (“Citi”) is acting as sole dealer manager for the Offer. For additional information regarding the terms of the Offer, please contact Citi at (800) 558-3745 (U.S. toll-free) or 1 (347) 767-2785. Requests for documents may be directed to Global Bondholder Services Corporation, which is acting as the depositary and information agent for the Offer, at (855)-654-2014 (toll-free) or (212) 430-3774 (collect for Banks and Brokers).

None of Elanco, the dealer manager or the depository and information agent make any recommendations as to whether holders should tender their Notes pursuant to the Offer, and no one has been authorized by any of them to make such recommendations. Holders must make their own decisions as to whether to tender their Notes, and, if so, the principal amount of Notes to tender.

This press release does not constitute an offer to purchase or a solicitation of an offer to sell Notes or other securities, nor shall there be any purchase of Notes in any state or jurisdiction in which such offer, solicitation or purchase would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The Offer is being made solely by the Offer to Purchase dated March 29, 2022. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful. Any offer of concurrently offered securities will be made only by means of a prospectus and/or prospectus supplement.

About ELANCO

Elanco Animal Health Incorporated (NYSE: ELAN) is a global leader in animal health dedicated to innovating and delivering products and services to prevent and treat disease in farm animals and pets, creating value for farmers, pet owners, veterinarians, stakeholders, and society as a whole. With nearly 70 years of animal health heritage, we are committed to helping our customers improve the health of animals in their care, while also making a meaningful impact on our local and global communities. At Elanco, we are driven by our vision of Food and Companionship Enriching Life and our Elanco Healthy Purpose™ Sustainability/ESG framework – all to advance the health of animals, people and the planet. Learn more at www.elanco.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (Exchange Act), regarding the cash tender offer for the Notes and anticipated acceptance of validly tendered Notes. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements.

For additional information about the factors that could cause actual results to differ materially from forward-looking statements, please see Elanco’s latest Form 10-K and subsequent Form 10-Qs filed with the Securities and Exchange Commission. Although we have attempted to identify important risk factors, there may be other risk factors not presently known to us or that we presently believe are not material that could cause actual results and developments to differ materially from those made in or suggested by the forward-looking statements contained in this press release. If any of these risks materialize, or if any of the above assumptions underlying forward-looking statements prove incorrect, actual results and developments may differ materially from those made in or suggested by the forward-looking statements contained in this press release. We caution you against relying on any forward-looking statements, which should also be read in conjunction with the other cautionary statements that are included elsewhere in this press release. Any forward-looking statement made by us in this press release speaks only as of the date thereof. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or to revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should be viewed as historical data.

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Document Information [Line Items]
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Entity Registrant Name	Elanco Animal Health Incorporated
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Entity Tax Identification Number	82-5497352
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Entity Address, Address Line One	2500 Innovation Way
Entity Address, City or Town	Greenfield
Entity Address, State or Province	IN
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