SUPPLEMENTAL INDENTURE
Exhibit 2.17
Execution Version
This SUPPLEMENTAL INDENTURE, dated as of July 21, 2023 (this “Supplemental Indenture”), is entered into by and among Grifols, S.A., a company organized under the laws of Spain (the “Company”), the other parties that are signatories hereof as Guarantors (collectively, the “Guaranteeing Subsidiaries” and each a “Guaranteeing Subsidiary”) and BNY Mellon Corporate Trustee Services Limited, as trustee (the “Trustee”).
W I T N E S S E T H:
WHEREAS, Grifols Escrow Issuer S.A.U., a company organized under the laws of Spain (the “Escrow Issuer”), the Trustee and the Guaranteeing Subsidiaries have executed and delivered an Indenture, dated as of October 5, 2021 (the “Initial Indenture” and, together with this Supplemental Indenture, and as further amended and supplemented on April 21, 2022, and September 28, 2022, the “Indenture”), in connection with the issuance by the Escrow Issuer of €1,400,000,000 aggregate principal amount of 3.875% Senior Notes due 2028 and $705,000,000 aggregate principal amount of 4.750% Senior Notes due 2028 (collectively, the “Notes”) on the terms and subject to the conditions set forth in the Indenture;
WHEREAS, the Indenture requires the Escrow Issuer and the Company to, no later than the 15 month anniversary of the Acquisition Escrow Release Date (which occurred on April 21, 2022), consummate the Escrow Issuer Merger, pursuant to which the Escrow Issuer will merge with and into the Company and following which the Company will be the surviving entity and the Escrow Issuer will cease to exist and the Company will assume all assets and obligations of the Escrow Issuer under the Notes and the Indenture.
WHEREAS, effective as of June 27, 2023, the Escrow Issuer was merged with and into the Company, the results of such merger being that the Company is the surviving entity, assuming (by operation of law) all assets and obligations of the Escrow Issuer, and the Escrow Issuer ceased to exist.
WHEREAS, pursuant to Section 9.01(c) of the Indenture, the Company and the Trustee are authorized to execute and deliver this Supplemental Indenture to amend or supplement the Indenture without the consent of any Holder of the Notes.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
[Signature Pages Follow]
2
Execution Version
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
| GRIFOLS, S.A., as Issuer | ||
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| By: | | |
| Name: | | |
| Title: | Authorized signatory | |
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| GRIFOLS BIOLOGICALS LLC, as Guarantor | ||
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| By: | | |
| Name: | | |
| Title: | Authorized signatory | |
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| GRIFOLS INTERNATIONAL S.A., as Guarantor | ||
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| By: | | |
| Name: | | |
| Title: | Authorized signatory | |
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| GRIFOLS SHARED SERVICES NORTH | ||
| AMERICA, INC, as Guarantor | ||
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| By: | | |
| Name: | | |
| Title: | Authorized signatory | |
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| GRIFOLS THERAPEUTICS LLC, as Guarantor | ||
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| By: | | |
| Name: | | |
| Title: | Authorized signatory |
[Signature Page to Supplemental Indenture (2021) (Escrow Issuer Merger)]
| GRIFOLS USA LLC, as Guarantor | |||
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| By: | | ||
| | Name: | | |
| Title: | Authorized signatory | ||
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| GRIFOLS WORLDWIDE OPERATIONS | |||
| LIMITED, as Guarantor | |||
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| By: | | ||
| | Name: | | |
| Title: | Authorized signatory | ||
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| GRIFOLS WORLDWIDE OPERATIONS USA, | |||
| INC., as Guarantor | |||
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| By: | | ||
| Name: | | ||
| Title: | Authorized signatory | ||
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| INSTITUTO GRIFOLS S.A., as Guarantor | |||
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| By: | | ||
| Name: | | ||
| Title: | Authorized signatory | ||
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| GRIFOLS BIOTEST HOLDINGS GMBH, as | |||
| Guarantor | |||
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| By: | | ||
| | Name: | | |
| Title: | Authorized signatory | ||
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[Signature Page to Supplemental Indenture (2021) (Escrow Issuer Merger)]
BNY MELLON CORPORATE TRUSTEE SERVICES | | |
LIMITED, as Trustee | | |
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By: | | |
Name: | | |
Title: | | |
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[Signature Page to Supplemental Indenture (2021) (Escrow Issuer Merger)]