Item 1.01 Entry into a Material Definitive Agreement.

On May 27, 2022, Topco entered into a Credit Agreement (the "Credit Agreement") by and among Topco, as borrower, Bank of America, N.A., as administrative agent and swing line lender ("Bank of America"), and the other lenders and L/C issuers party thereto (together with Bank of America, the "Lenders"). Pursuant to the Credit Agreement and in connection with the consummation of the Combinations, the Lenders provided Topco with a $2.75 billion senior secured term loan facility (the "Term Loan"), which Topco borrowed in full on the closing date of the Credit Agreement, and a $750.0 million revolving credit facility (the "Revolving Credit Facility" and together with the Term Loan, the "Financing"). The Financing is guaranteed by certain material domestic subsidiaries of Topco (the "Guarantors") and is secured by liens on substantially all of the assets of Topco and the Guarantors, excluding real property and certain other types of excluded assets.

Loans under the Credit Agreement will bear interest at a rate equal to (i) the forward-looking Secured Overnight Financing Rate, plus an adjustment based on the duration of the selected interest period (as adjusted, "Term SOFR"), plus the "applicable rate" or (ii) the "base rate" (defined as the highest of (a) the Bank of America prime rate, (b) the Federal Funds rate plus one-half of one percent, (c) Term SOFR plus 1.10% and (d) 1.00%) plus the "applicable rate." The initial applicable rate will be 0.75% per annum for base rate loans and 1.75% per annum for Term SOFR rate loans, and thereafter will be determined in accordance with a pricing grid based on Topco's Consolidated Leverage Ratio (as defined in the Credit Agreement) ranging from 1.50% to 2.25% per annum for Term SOFR rate loans and from 0.50% to 1.25% per annum for base rate loans. In addition, Topco will pay a commitment fee on the unused portion of the Credit Agreement based on Topco's Consolidated Leverage Ratio ranging from 0.225% to 0.30% per annum.

The Term Loan is subject to quarterly amortization of the principal amount on the last business day of each fiscal quarter of Topco (commencing on September 30, 2022) in such amounts as are set forth in the Credit Agreement. The Term Loan and the Revolving Credit Facility will mature on May 27, 2027. Topco must prepay loans outstanding under the Credit Agreement in an amount equal to the Net Cash Proceeds (as defined in the Credit

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Agreement) from (i) certain property dispositions and (ii) the receipt of . . .

Item 1.02 Termination of a Material Definitive Agreement.

Existing Credit Agreement

In connection with the consummation of the Combinations, on May 27, 2022, Ortho terminated the credit agreement, dated as of June 30, 2014 (as amended, restated, amended and restated, supplemented or modified from time to time, the "Existing Credit Agreement"), by and among Ortho-Clinical Diagnostics, Inc., Ortho-Clinical Diagnostics S.à r.l. (formerly known as Ortho-Clinical Diagnostics S.A.), Ortho-Clinical Diagnostics Holdings Luxembourg S.à r.l., the lenders party thereto and Barclays Bank PLC, as administrative agent and collateral agent. Ortho paid an aggregate amount of approximately $1.60 billion in satisfaction of all of its outstanding obligations under the Credit Agreement in accordance with its terms.

7.375% Senior Notes due 2025; 7.250% Senior Notes due 2028

Information in Item 8.01 as to the satisfaction and discharge of the 2025 Notes Indenture (defined below) and the 2028 Notes Indenture (defined below) is incorporated by reference into this Item 1.02.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On May 27, 2022, pursuant to the Business Combination Agreement, (i) Ortho and Topco effected the Ortho Scheme, pursuant to which a nominee of Topco acquired each issued and outstanding share of Ortho and Ortho became a wholly owned subsidiary of Topco, and following the filing of the Ortho Scheme Order with the Registrar, (ii) U.S. Merger Sub and Quidel completed the Quidel Merger, with Quidel surviving as a wholly owned subsidiary of Topco (such time being the "Quidel Effective Time"). Pursuant to the Combinations, Topco became the parent company for the combined businesses of Quidel and Ortho.

Pursuant to the Ortho Scheme, each Ortho Share that was outstanding as of immediately prior to the Ortho Effective Time, other than Ortho Shares held by Ortho in treasury, was acquired by a nominee on behalf of and for the benefit of Topco in exchange for 0.1055 shares of Topco common stock, par value $0.001 per share (each, a "Topco Share") and $7.14 in cash.

Pursuant to the Quidel Merger, each share of common stock of Quidel (each, a "Quidel Share") that was outstanding as of immediately prior to the Quidel Effective Time, other than Quidel Shares held by Quidel, Ortho or U.S. Merger Sub, was converted into the right to receive one Topco Share.

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The total cash consideration paid to shareholders of Ortho pursuant to the Business Combination Agreement was approximately $1.77 billion. The Combinations were financed with a combination of cash on hand of Quidel and the proceeds from the Credit Agreement.

The information contained in the Explanatory Note of this Current Report on Form 8-K (this "Current Report") is incorporated by reference into this Item 2.01.

The foregoing description of the Combinations is only a summary of certain material provisions thereof, does not purport to be complete, and is qualified in its entirety by reference to the Business Combination Agreement, a copy of which was filed as Exhibit 2.1 to Ortho's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on December 23, 2021, and which is incorporated herein by reference. The Business Combination Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about Topco, Quidel, Ortho or their respective subsidiaries or affiliates or to modify or supplement any factual disclosures about Topco, Quidel or Ortho in their public reports filed with the SEC. The representations, warranties and covenants contained in the Business Combination Agreement were made only for purposes of the Business Combination Agreement and as of specific dates, were solely for the benefit of . . .

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

Standard; Transfer of Listing.

In connection with the consummation of the Combinations, Ortho notified the Nasdaq Global Select Market ("Nasdaq") of the consummation of the Combinations and requested that Nasdaq suspend trading in the Ortho Shares and remove the listing of Ortho Shares on Nasdaq prior to the market opening on May 27, 2022. Trading in Ortho Shares on Nasdaq will be suspended prior to the opening of the market on May 27, 2022. Ortho also requested that Nasdaq file with the SEC an application on Form 25 to delist and deregister the Ortho Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, Ortho intends to file with the SEC a Form 15 requesting that the reporting obligations of Ortho under Sections 13 and 15(d) of the Exchange Act be terminated.

The information contained in the Explanatory Note of this Current Report is incorporated by reference into this Item 3.01.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in the Explanatory Note and Items 2.01, 3.01, 5.01 and 5.03 of this Current Report is incorporated by reference into this Item 3.03.

Item 5.01 Change in Control of Registrant.

As a result of the consummation of the Combinations, pursuant to the Business Combination Agreement, a change of control of Ortho occurred and Ortho became a wholly owned direct subsidiary of Topco.

The information set forth in the Explanatory Note and Items 2.01, 3.03 and 5.02 of this Current Report is incorporated by reference herein.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain


          Officers.


Board of Directors

Effective immediately following the Ortho Effective Time, the directors of Ortho ceased to be directors of Ortho and were replaced by Joseph Busky and Robert Bujarski.

Executive Officers

Effective immediately following the Ortho Effective Time, certain officers of Ortho ceased to be officers. The names of the officers of Ortho and their respective positions, in each case effective immediately following the Ortho Effective Time, are indicated below:

Name                     Title
Christopher M. Smith     Chief Executive Officer
Joseph M. Busky          Chief Financial Officer
Michael A. Schlesinger   Executive Vice President, General Counsel & Secretary
John Sanders             Vice President of Finance & Treasurer

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

In connection with the consummation of the Combinations and pursuant to the Business Combination Agreement, at the Ortho Effective Time, Ortho's articles of association were amended and restated in their entirety. A copy of the Amended and Restated Articles of Association are filed as Exhibit 3.1 to this Current Report and are incorporated by reference into this Item 5.03.

Item 7.01 Regulation FD Disclosure.

On May 27, 2022, Topco issued a press release announcing the closing of the Combinations. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.

In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01 and the attached Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act.

Item 8.01 Other Events.

As previously disclosed, on May 20, 2022, Ortho-Clinical Diagnostics, Inc. and Ortho-Clinical Diagnostics S.à r.l. (formerly known as Ortho-Clinical Diagnostics S.A.) (collectively, the "Issuers"), wholly owned subsidiaries of Ortho, issued conditional notices of full redemption (together, the "Redemption Notices") to holders of their outstanding 7.375% senior notes due 2025 (the "2025 Notes") and 7.250% senior notes due 2028 (the "2028 Notes" and, together with the 2025 Notes, the "Notes"), specifying June 1, 2022 as the redemption date (the "Redemption Date"). As permitted by the terms of the Notes, the Redemption Notices and the redemption of the 2025 Notes and the 2028 Notes are conditioned upon the satisfaction of certain conditions precedent, including the consummation of the Combinations and the other conditions precedent described in the Redemption Notices.

In connection with the redemptions, on May 27, 2022, the Issuers satisfied and discharged all of their remaining obligations under (i) the indenture, dated as of January 27, 2020 (the "2028 Notes Indenture"), by and among the Issuers, the guarantors party thereto and Wilmington Trust, National Association, as trustee, and (ii) the indenture, dated as of June 11, 2020 (the "2025 Notes Indenture"), by and among the Issuers, the guarantors party thereto and

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Wilmington Trust, National Association, as trustee, in each case, in accordance with the terms of the 2028 Notes Indenture or the 2025 Notes Indenture, as applicable, and placed funds sufficient for the redemption payments into trust for the benefit of the holders of the Notes pending the redemptions. Both redemptions are scheduled to occur on the Redemption Date.

Item 9.01 Financial Statements and Exhibits.





Exhibit
  No.                                      Exhibit

 2.1          Business Combination Agreement, dated December 22, 2021, by and
            between Ortho, Topco, Quidel and the other parties thereto
            (incorporated by reference to Exhibit 2.1 to Ortho's Current Report on
            Form 8-K filed on December 23, 2021).

 3.1          Amended and Restated Articles of Association of Ortho, dated May 27,
            2022.

 4.1          Credit Agreement, dated May 27, 2022, by and among Topco, each
            lender from time to time party thereto, each L/C Issuer (as defined
            therein), and Bank of America, N.A., as Administrative Agent and Swing
            Line Lender.

99.1          Press Release of Topco, dated May 27, 2022

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

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