| Item 1.01 |
Entry into a Material Definitive Agreement |
Exchange Offers and Consent Solicitations
On October 1, 2026 (the “Settlement Date”), Vylor Inc. (“Vylor”) completed its previously announced (i) private offers to exchange (with respect to each series, an “Exchange Offer” and together, the “Exchange Offers”) any and all of the outstanding senior notes of the series listed in the table below issued by EIDP, Inc., a Delaware corporation (“EIDP” and such notes, collectively, the “EIDP Notes”), to the extent held by eligible holders, for a corresponding series of Vylor Notes (as defined below) and (ii) related consent solicitations (the “Consent Solicitations”) made by Vylor on behalf of EIDP to adopt certain proposed amendments to the indentures governing the EIDP Notes (the “Proposed Amendments”). The Exchange Offers and Consent Solicitations were not registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state or foreign securities laws.
The table below sets forth the aggregate principal amounts of EIDP Notes that were validly tendered pursuant to the Exchange Offers and Consent Solicitations and the aggregate principal amounts of EIDP Notes accepted for exchange. Such accepted EIDP Notes have been retired and canceled and will not be reissued. Following such cancellation, the aggregate principal amounts of the EIDP Notes set forth below remain outstanding.
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| Title of Series of EIDP Notes |
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CUSIP No.
and ISIN of
EIDP Notes |
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Aggregate
Principal Amount
Tendered |
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Aggregate
Principal Amount
Accepted |
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Aggregate
Principal Amount
Outstanding
Following
Settlement |
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| 2.300% Senior Notes due 2030 |
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263534CP2 US263534CP24 |
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$ |
434,841,000 |
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$ |
434,839,000 |
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$ |
65,161,000 |
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| 5.125% Senior Notes due 2032 |
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263534CS6 US263534CS62 |
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$ |
476,214,000 |
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$ |
476,214,000 |
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$ |
23,786,000 |
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| 4.800% Senior Notes due 2033 |
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263534CR8 US263534CR89 |
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$ |
527,584,000 |
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$ |
527,584,000 |
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$ |
72,416,000 |
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As previously announced, on August 20, 2026, following receipt, as of the early tender deadline on August 19, 2026, of the requisite consents to adopt the Proposed Amendments, EIDP entered into a fourth supplemental indenture with U.S. Bank Trust Company, National Association (the “Trustee”), amending the base indenture governing the EIDP Notes and each of the supplemental indentures governing the respective series of EIDP Notes, to effect the Proposed Amendments with respect to each series of EIDP Notes. The Proposed Amendments became operative upon the Settlement Date.
Notes Offering
In connection with the settlement of the Exchange Offers and Consent Solicitations, on October 1, 2026, Vylor issued $1,438,218,000 aggregate principal amount of senior notes in exchange for the EIDP Notes accepted for exchange in the Exchange Offers, consisting of $434,741,000 aggregate principal amount of Senior Notes due 2030 (the “2030 Notes”), $475,977,000 aggregate principal amount of Senior Notes due 2032 (the “2032 Notes”) and $527,500,000 aggregate principal amount of Senior Notes due 2033 (the “2033 Notes” and, together with the 2030 Notes and the 2032 Notes, the “Vylor Notes”).
The 2030 Notes bear interest at a rate of 2.300% per year, payable on January 15 and July 15 of each year commencing on January 15, 2027, and mature on July 15, 2030. The 2032 Notes bear interest at a rate of 5.125% per year, payable on May 15 and November 15 of each year commencing on November 15, 2026, and mature on May 15, 2032. The 2033 Notes bear interest at a rate of 4.800% per year, payable on May 15 and November 15 of each year commencing on November 15, 2026, and mature on May 15, 2033.
The issuance of the Vylor Notes was not registered under the Securities Act or any state or foreign securities laws, and the Vylor Notes were issued only in transactions exempt from, or not subject to, the registration requirements of the Securities Act. The Vylor Notes were offered and issued only to persons reasonably believed to be qualified institutional buyers in reliance on Section 4(a)(2) of the Securities Act and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act.
Indenture
The Vylor Notes were issued pursuant to an indenture, dated as of August 31, 2026, between Vylor and the Trustee (the “Vylor Base Indenture”), as supplemented by the Second Supplemental Indenture, dated as of October 1, 2026, between Vylor and the Trustee (the “Vylor Second Supplemental Indenture” and, together with the Vylor Base Indenture, the “Vylor Indenture”). The Vylor Indenture provides for customary events of default, which, if any of them occurs, may cause the principal of and accrued interest on the Vylor Notes to become, or to be declared, due and payable. Events of default include, among others, nonpayment of principal or interest, breach of other covenants or agreements in the Vylor Indenture and certain events of bankruptcy or insolvency. The Vylor Indenture also provides for customary redemption provisions. The Vylor Notes are senior unsecured obligations of Vylor and are not guaranteed by any other person.
