| Item 1.01 | Entry into a Material Definitive Agreement. |
Amended and Restated Revolving Credit Facility
On August 20, 2021, Henry Schein, Inc. (the “Company”) amended and restated its existing $750 million revolving credit agreement, dated as of April 18, 2017, as amended by the first amendment, dated as of June 29, 2018, and the second amendment, dated as of April 17, 2020, by and among the Company, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and other agents party thereto (the “Amended and Restated Revolving Credit Agreement”), to, among other things, (i) increase the revolving commitments to $1 billion, (ii) extend the termination date to August 20, 2026, (iii) amend the pricing grid to reduce the applicable margin for one of the tiers and (iv) update LIBOR replacement provisions to reflect the current market approach for a multicurrency facility. The Company plans to use its amended and restated credit facility for working capital and general corporate purposes, including, but not limited to, capital expenditures, the repurchase of the Company’s capital stock and permitted refinancing of existing debt, as well as for funding potential acquisitions.
The Amended and Restated Revolving Credit Agreement contains customary representations, warranties and affirmative covenants as well as customary negative covenants, subject to negotiated exceptions, on liens, indebtedness, significant corporate changes (including mergers), dispositions and certain restrictive agreements. The Amended and Restated Revolving Credit Agreement also contains customary events of default, such as payment defaults, cross-defaults to other material indebtedness, bankruptcy and insolvency, the occurrence of a defined change in control, or the failure to observe the negative covenants and other covenants related to the operation of the Company’s business.
The above description of the Amended and Restated Revolving Credit Agreement is not complete and is qualified in its entirety by the actual terms of the Amended and Restated Revolving Credit Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information required by this Item is included in Item 1.01 of this Current Report on Form 8-K and is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On August 23, 2021, the Company issued a press release announcing the Company entering into the Amended and Restated Revolving Credit Agreement.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. Such press release shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
