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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):
October 31, 2025
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.) |
450 Elanco Circle
Indianapolis, Indiana (Address of principal executive offices)
| |
46221 (Zip
Code) |
Registrant’s telephone number, including area code: (877)
352-6261
2500 Innovation Way, Greenfield, Indiana 46140
(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 |
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 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
|
Exhibit No. |
|
Description |
| 10.1 |
|
Amendment
No. 3, dated as of October 31, 2025, to the Credit Agreement, dated as of August 1, 2020, by and among Elanco Animal
Health Incorporated, 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 issuing banks party thereto from time to time, 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. |
| 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: November 3, 2025 |
By: |
/s/
Shiv O’Neill |
| |
|
Name: Shiv O’Neill |
| |
|
Title: Executive Vice President,
General Counsel and Corporate Secretary |
