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): April 28, 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Purchase and Sale Agreement and Debt Financing

On April 28, 2024, Phibro Animal Health Corporation, a Delaware corporation (“Phibro Animal Health”), and Phibro Animal Health S.A., a Belgium corporation and wholly-owned subsidiary of Phibro Animal Health (together with Phibro Animal Health, “Phibro”), entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with Zoetis Inc., a Delaware corporation (“Zoetis”) to acquire Zoetis’ medicated feed additive (MFA) product portfolio, certain water soluble products and related assets (the “Purchased Business”). The acquisition includes the purchase of the equity interests of Zoetis Medolla Manufacturing S.r.l. and Zoetis Suzhou Manufacturing Co., Ltd. and the acquisition of certain assets from Zoetis and its subsidiaries. The purchase price for the Purchased Business is $350 million, subject to certain adjustments set forth in the Purchase Agreement, payable in cash at the closing of the transaction (the “Closing,” and such transaction, the “Transaction”).

The board of directors of Phibro has approved the Purchase Agreement and the transactions contemplated thereby.

The Purchase Agreement includes customary representations, warranties and covenants, including certain covenants, among other things, that (i) Zoetis will, prior to the Closing, conduct the Purchased Business in all material respects in the ordinary course of business consistent with past practice, (ii) each party will, prior to the Closing, use reasonable best efforts to obtain required regulatory approvals for the Closing and (iii) Zoetis will assist in transitioning certain services of the Purchased Business to Phibro.

The Closing is subject to customary conditions, including, among other things, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other closing conditions, such as the accuracy of representations and warranties (subject to certain materiality qualifiers), material performance of covenants and no occurrence of a material adverse effect. The Purchase Agreement contains indemnification rights for each of Phibro and Zoetis for breaches of covenants and certain liabilities.

The Purchase Agreement contains certain customary termination rights in favor of Phibro and Zoetis, including a right to terminate the Purchase Agreement if the Transaction is not consummated by January 28, 2025, with extensions possible to July 28, 2025.

The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the copy of the Purchase Agreement that will be filed as an exhibit to Phibro’s Annual Report on Form 10-K to be filed with the Securities and Exchange Commission (the “SEC”) for the fiscal year ending June 30, 2024.

Phibro plans to finance the Transaction with approximately $325 million of new debt and, to the extent necessary, balance sheet cash. In connection with the Purchase Agreement, Phibro entered into a debt commitment letter (the “Commitment Letter”), dated as of April 28, 2024, with Coöperatieve Rabobank U.A., New York Branch (“Rabobank”), Compeer Financial, PCA (“Compeer”) and Citibank, N.A. (“Citibank” and, collectively with Rabobank and Compeer, the “Commitment Parties”) pursuant to which the Commitment Parties have committed to provide a senior secured incremental first lien term loan facility in an aggregate principal amount of $325 million (the “Incremental Term Facility”). Proceeds from the Incremental Term Facility will be used (i) to finance the Transaction and (ii) to pay fees and expenses incurred in connection therewith. Any additional amounts necessary to fund the Transaction and fees and expenses incurred in connection therewith will be funded using balance sheet cash. Under the terms of the Commitment Letter, the Commitment Parties will act as joint lead arrangers and joint bookrunners in connection with the Incremental Term Facility. The funding of the Incremental Term Facility provided for in the Commitment Letter is contingent on the satisfaction of certain customary conditions, including, among other things, (i) the execution and delivery of definitive documentation in accordance with the terms sets forth in the Commitment Letter and (ii) the consummation of the Transaction in accordance with the terms of the Purchase Agreement. The definitive documentation governing the Incremental Term Facility has not been finalized, and, accordingly, the actual terms may differ from the description of such terms in the Commitment Letter. The foregoing description of the Commitment Letter and the transactions contemplated thereby does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the copy of the Commitment Letter that will be filed as an exhibit to Phibro’s Annual Report on Form 10-K to be filed with the SEC for the fiscal year ending June 30, 2024.

ITEM 7.01 REGULATION FD DISCLOSURE.

On April 28, 2024, the Company issued a press release announcing 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 April 28, 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: April 29, 2024

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

Exhibit 99.1

Zoetis to Sell Medicated Feed Additive Portfolio to Phibro Animal Health

PARSIPPANY, NJ and TEANECK, NJ – April 28, 2024 – Zoetis Inc. (NYSE:ZTS) and Phibro Animal Health Corporation (Nasdaq: PAHC) today announced that they have entered into a definitive agreement where Phibro Animal Health will acquire Zoetis’ medicated feed additive (MFA) product portfolio, certain water soluble products and related assets for $350 million, subject to customary closing adjustments. This transaction is expected to be complete in the second half of calendar year 2024.

Both Zoetis and Phibro Animal Health have a longstanding commitment to the production animal health sector. The acquired product portfolio, which generated approximately $400 million in revenue in 2023, is comprised of more than 37 product lines that are sold in approximately 80 countries. Also included in the agreement are six manufacturing sites, four in the U.S., one in Italy and one in China. More than 300 Zoetis colleagues who support manufacturing, distribution and commercial activities are expected to transition to Phibro Animal Health.

This transaction demonstrates Zoetis’ disciplined capital allocation strategy to focus its investments on solutions for animal health, productivity and sustainability. With this divestiture, Zoetis can focus its livestock investments in other solutions, including vaccine, biologic and genetic programs.

“We remain committed to providing innovative solutions to our livestock customers,” said Kristin Peck, Chief Executive Officer of Zoetis. “We believe that the long-term value of the transferred portfolio will be fully realized with Phibro Animal Health which will continue to expand its reach given their strong relationships with customers worldwide.”

Zoetis’ strong portfolio of MFA and water soluble products across cattle, swine and poultry will complement and expand Phibro Animal Health’s species and product portfolios, helping customers meet the highest standards of animal care, prevent disease, and enhance nutrition. On a combined basis for the acquisition, Phibro Animal Health sales in the last twelve months would have been approximately $1.4B. The portfolio is expected to boost Phibro Animal Health’s profitability and EBITDA margin and be accretive to its Adjusted Earnings Per Share. The acquisition is expected to be funded primarily with debt, and Phibro Animal Health has received financing commitments from a number of key relationship banks. Phibro Animal Health expects to have net leverage of 3.5-4.0x Debt / Adjusted EBITDA at close and will target net leverage of below 3.0x by its fiscal year end June 30, 2027.

“Over a long period of time, Zoetis has built a valuable, high-quality and reliable source of medicated feed additives around the globe,” said Jack C. Bendheim, Chairman, President and Chief Executive Officer of Phibro Animal Health. “This investment will enhance, diversify and broaden our portfolio globally and help us continue to deliver value to our customers and to our shareholders. We believe our cash generation will allow for continued investment into our higher growth businesses of Nutritional Specialties, Companion Animal, and Vaccines. I am confident we have the right capabilities to integrate and strengthen this business. I look forward to collaborating with the Zoetis team and welcoming new colleagues to Phibro Animal Health to support this portfolio.”

Zoetis and Phibro Animal Health will work closely with their colleagues and customers to ensure a smooth transition and continued supply of these important products.

Guggenheim Securities, LLC is acting as exclusive financial advisor to Zoetis and Wachtell, Lipton, Rosen & Katz is acting as legal advisor. Citi is acting as exclusive financial advisor to Phibro and Kirkland & Ellis LLP is acting as legal advisor.

Phibro Animal Health will be hosting an investor call on April 29 at 8:30 am. Interested parties are invited to listen to the conference call and view the presentation slides by visiting https://investors.pahc.com. The discussion will also be available by dialing +1 (888) 596-4144 in the U.S. and Canada, or +1 (646) 968-2525 for international callers. Provide the conference ID 6159146.

A real time audio webcast can be accessed via Phibro’s investor relations website at https://investors.pahc.com. Conference call slides will be posted to the website in advance of the call.

About Zoetis

As the world’s leading animal health company, Zoetis is driven by a singular purpose: to nurture our world and humankind by advancing care for animals. After innovating ways to predict, prevent, detect, and treat animal illness for more than 70 years, Zoetis continues to stand by those raising and caring for animals worldwide – from veterinarians and pet owners to livestock farmers and ranchers. The company’s leading portfolio and pipeline of medicines, vaccines, diagnostics and technologies make a difference in over 100 countries. A Fortune 500 company, Zoetis generated revenue of $8.5 billion in 2023 with approximately 14,100 employees. For more information, visit www.zoetis.com.

About Phibro Animal Health

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

This press release contains forward-looking statements, which reflect the current views of Zoetis and Phibro with respect to business plans or prospects, future operating or financial performance, the proposed sale of Zoetis’ medicated feed additive (MFA) product portfolio, certain water soluble products and related assets, and other future events. These statements are not guarantees of future performance or actions. Forward-looking statements are subject to risks and uncertainties, including uncertainties as to the timing of the consummation of the proposed transaction or whether it will be completed; risks associated with the impact or terms of the potential transaction; risks associated with the benefits and costs of the proposed transaction, including the risk that the expected benefits of the proposed transaction will not be realized within the expected time frame, in full or at all, and the risk that conditions to the potential transaction will not be satisfied and/or that the potential transaction will not be completed within the expected time frame, on the expected terms or at all; the risk that any consents or regulatory or other approvals required in connection with the proposed transaction will not be received or obtained within the expected time frame, on the expected terms or at all; the risk that the financing intended to fund the proposed transaction may not be obtained; the risk that costs incurred in connection with the proposed transaction will exceed Zoetis’ or Phibro’s estimates or otherwise adversely affect their business or operations; and the impact of the proposed transaction on their respective businesses and the risk that consummating the proposed transaction may be more difficult, time-consuming or costly than expected, including the impact on their respective resources, systems, procedures and controls, diversion of management’s attention and the impact on relationships with customers, governmental authorities, suppliers, employees and other business counterparties. There can be no assurance that the proposed transaction will in fact be completed in the manner described or at all. If one or more of these risks or uncertainties materialize, or if Zoetis or Phibro 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. Zoetis and Phibro expressly disclaim 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 each of Zoetis’ and Phibro’s respective most recent Annual Report on Form 10-K, including in the sections thereof captioned “Item 1A. Risk Factors,” Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. These filings and subsequent filings are available online at www.sec.gov, www.zoetis.com or www.pahc.com, as applicable, or on request from Zoetis or Phibro, as applicable.

Media Contacts for Zoetis:		Investor Contacts for Zoetis:
Jenielle Alonso		Steve Frank
1-973-945-4333 (o)		1-973-822-7141 (o)
[email protected]		[email protected]

Laura Panza		Nick Soonthornchai
1-973-975-5176 (o)		1-973-443-2792 (o)
[email protected]		[email protected]

Contact for Phibro Animal Health Corporation Glenn David Chief Financial Officer +1-201-329-7300 Or [email protected]

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