Form 8-K - Current report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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, 2024

Phibro Animal Health Corporation

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

Delaware		001-36410		13-1840497
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Glenpointe Centre East, 3rd Floor

300 Frank W. Burr Boulevard, Suite 21

Teaneck, New Jersey 07666-6712

(Address of Principal Executive Offices, including Zip Code)

(201) 329-7300

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share		PAHC		NASDAQ Stock Market

Check the appropriate box below if this Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

On October 31, 2024, Phibro Animal Health Corporation, a Delaware corporation (the “Company”) and Phibro Animal Health S.A., a Belgium corporation and wholly-owned subsidiary of the Company (together with the Company, “Phibro”), completed the acquisition of the medicated feed additive (MFA) product portfolio, certain water soluble products and related assets (the “Purchased Business”) of Zoetis Inc., a Delaware corporation (“Zoetis”), pursuant to the terms and conditions of the previously announced Purchase and Sale Agreement (as amended, modified or supplemented, the “Purchase Agreement”) by and among Phibro and Zoetis. Phibro completed the acquisition at a purchase price of $350 million in cash, subject to certain adjustments set forth in the Purchase Agreement.

The Company intends to file an amendment to this Form 8-K to file the financial statements and pro forma financial information required by Item 9.01 with respect to the acquisition not later than 71 calendar days after the due date of this Form 8-K.

The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement, which is included as Exhibit 2.1 to the Company’s Annual Report on Form 10-K filed on August 28, 2024 and incorporated by reference herein.

ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

On October 31, 2024, in connection with the completion of the acquisition of the Purchased Business, Phibro borrowed $350 million under its Credit Agreement, dated as of July 3, 2024, comprised of $189 million of Delayed Draw Term A-1 Loans and $161 million of Delayed Draw Term A-2 Loans.

The foregoing description of the Credit Agreement is qualified in its entirety by reference to the Credit Agreement, which is included as Exhibit 10.2 to the Company’s Annual Report on Form 10-K filed on August 28, 2024, and the summary of the material terms thereof included in the Company’s Current Report on Form 8-K filed on July 9, 2024, each of which is incorporated by reference herein.

ITEM 7.01. REGULATION FD DISCLOSURE.

On October 31, 2024, the Company issued a press release announcing the completion of the acquisition. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Item 7.01 and in the press release is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of, or otherwise regarded as filed under, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit Number		Description
99.1		Press Release, dated October 31, 2024.

104		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 thereunto duly authorized.

	PHIBRO ANIMAL HEALTH CORPORATION
	Registrant

Date: October 31, 2024

	By:	/s/ Judith Weinstein
		Name:	Judith Weinstein
		Title:	Senior Vice President, General Counsel and Corporate Secretary

Exhibit 99.1

Phibro Animal Health Corporation Completes Acquisition of Zoetis’ Medicated Feed Additive Product Portfolio and Certain Water-Soluble Products

TEANECK, N.J. October 31, 2024 (Business Wire) -- Phibro Animal Health Corporation (Nasdaq: PAHC) today announced the successful completion of the acquisition of the medicated feed additive product portfolio and certain water-soluble products from Zoetis Inc. (NYSE:ZTS). This acquisition marks a significant step in furthering Phibro’s purpose to optimize global animal health and nutrition for better lives and a more sustainable world.

“Adding this new lineup of medicated feed additives and water-soluble products across cattle, swine and poultry will complement and expand Phibro’s species and product portfolios, helping customers meet the highest standards of animal care, prevent disease, and enhance nutrition around the world.” said Jack C. Bendheim, Chairman, President and Chief Executive Officer of Phibro Animal Health Corporation. “These products fit Phibro’s core competencies and capabilities while complementing our current lineup of vaccines, nutritional specialties and mineral nutrition.”

The acquisition includes a product portfolio with more than 37 product lines sold across approximately 80 countries, six manufacturing sites in the U.S., Italy and China, and a team of more than 300 employees who primarily support the manufacturing and distribution activities of the business. The agreement to acquire the business was announced on April 28, 2024.

The portfolio is expected to boost Phibro’s profitability and EBITDA margin and be accretive to its Adjusted Earnings Per Share. Additional financial details will be provided during our Q1 earning call on November 7^th.

“This is a win-win-win,” noted Larry Miller, Phibro’s Chief Operating Officer. “For our customers, it broadens the solution options and expertise that Phibro brings to support animal health globally; for consumers, it helps continue to ensure that food is produced safely and sustainably; and for our investors, it expands and diversifies our revenue base, ultimately generating funding to support future investment in additional fast-growing animal health product categories.”

About Phibro Animal Health Corporation
Phibro Animal Health Corporation is a leading global diversified animal health and nutrition company. We strive to be a trusted partner with livestock producers, farmers, veterinarians, and consumers who raise or care for farm and companion animals by providing solutions to help them maintain and enhance the health of their animals. For further information, please visit www.pahc.com.

Forward-Looking Statements

DISCLOSURE NOTICES

Forward-Looking Statements: This communication contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical or current fact included in this communication are forward-looking statements. Forward-looking statements discuss our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “aim,” “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “outlook,” “potential,” “project,” “projection,” “plan,” “intend,” “seek,” “may,” “could,” “would,” “will,” “should,” “can,” “can have,” “likely,” the negatives thereof and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. These statements are not guarantees of future performance or actions. If one or more of these risks or uncertainties materialize, or if management’s underlying assumptions prove to be incorrect, actual results may differ materially from those contemplated by a forward-looking statement. Forward-looking statements speak only as of the date on which they are made. Phibro expressly disclaims any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. A further list and description of risks, uncertainties and other matters can be found in our Quarterly Report on Form 10-Q and Annual Report on Form 10-K, including in the sections thereof captioned “Forward-Looking Statements” and “Risk Factors.” These filings and subsequent filings are available online at www.sec.gov, www.pahc.com, or on request from Phibro.

Internet Posting of Information: We routinely post information that may be important to investors in the “Investors” section of our website at www.pahc.com. We encourage investors and potential investors to consult our website regularly for important information about us.

Contact for Phibro Animal Health Corporation

Phibro Animal Health Corporation
Glenn C. David
Chief Financial Officer
+1-201-329-7300
investor.relations@pahc.com

Cover	Oct. 31, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 31, 2024
Entity File Number	001-36410
Entity Registrant Name	Phibro Animal Health Corporation
Entity Central Index Key	0001069899
Entity Tax Identification Number	13-1840497
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	Glenpointe Centre East, 3rd Floor
Entity Address, Address Line Two	300 Frank W. Burr Boulevard, Suite 21
Entity Address, City or Town	Teaneck
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07666-6712
City Area Code	201
Local Phone Number	329-7300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, $0.0001 par value per share
Trading Symbol	PAHC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false