UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): November 18, 2019
LABORATORY CORPORATION OF AMERICA HOLDINGS
(Exact name of registrant as specified in Charter)
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Delaware | | 1-11353 | | 13-3757370 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | |
358 South Main Street, Burlington, North Carolina | | 27215 |
(Address of principal executive offices) | | (Zip Code) |
336-229-1127
Registrant’s telephone number, including area code
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | ☐ | Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | ☐ | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, $0.10 par value | | LH | | New York Stock Exchange |
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. ☐
On November 18, 2019, Laboratory Corporation of America Holdings (the “Company”) issued a press release announcing that it has priced its offering of $1,050,000,000 in senior notes. The offering consists of two tranches: $400,000,000 aggregate principal amount of 2.300% Senior Notes due 2024 (the “2024 Notes”) and $650,000,000 aggregate principal amount of 2.950% Senior Notes due 2029 (the “2029 Notes” and, together with the 2024 Notes, the “Notes”).
The Notes will bear interest from November 25, 2019, payable semi-annually on June 1 and December 1, commencing on June 1, 2020. The closing of the offering is expected to occur on November 25, 2019, subject to the satisfaction of customary closing conditions. The Notes will be senior unsecured obligations and will rank equally with the Company’s existing and future senior unsecured debt. A copy of the press release is filed herewith as Exhibit 99.1.
The Company intends to use the net proceeds of the Notes offering for general corporate purposes including (1) the purchase, redemption or repayment at maturity of the Company’s outstanding 2.625% Senior Notes due February 1, 2020, (2) the purchase of up to $300,000,000 principal amount of the Company’s 4.625% Senior Notes due November 15, 2020 in a concurrent tender offer, and (3) the repayment of some or all of the amounts outstanding under the Company’s term loan credit facilities.
The joint book-running managers for the offering are BofA Securities, US Bancorp and Wells Fargo Securities. The offering will be made pursuant to an effective shelf registration statement on Form S-3 filed with the Securities and Exchange Commission. A copy of the prospectus and related prospectus supplement may be obtained without charge from the Securities and Exchange Commission. Alternatively, a copy of the prospectus and related prospectus supplement may be obtained from BofA Securities by calling toll-free 1-800-294-1322, from US Bancorp by calling toll-free 1-877-558-2607, or from Wells Fargo Securities by calling toll-free 1-800-645-3751.
On November 18, 2019, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with BofA Securities, Inc., U.S. Bancorp Investments, Inc., and Wells Fargo Securities, LLC on behalf of themselves and the several underwriters named therein. A copy of the Underwriting Agreement is filed herewith as Exhibit 1.1.
This announcement does not constitute an offer to sell or a solicitation of an offer to buy the Notes or any other securities, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering of these securities may be made only by means of the prospectus supplement and the accompanying prospectus.
| Item 9.01 | Financial Statements and Exhibits |
(d)
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| | 1.1 | | | Underwriting Agreement, dated November 18, 2019 among Laboratory Corporation of America Holdings, BofA Securities, Inc., U.S. Bancorp Investments, Inc., and Wells Fargo Securities, LLC |
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| | 5.1 | | | Opinion of Hogan Lovells US LLP, regarding the legality of the Notes |
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| | 23.1 | | | Consent of Hogan Lovells US LLP (included in Exhibit 5.1) |
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| | 99.1 | | | Press Release dated November 18, 2019 issued by Laboratory Corporation of America Holdings |
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| | 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 hereunto duly authorized.
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| | | | LABORATORY CORPORATION OF AMERICA HOLDINGS |
| | | | Registrant |
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Date: November 19, 2019 | | | | By: | | /s/ Sandra D. van der Vaart |
| | | | | | Sandra D. van der Vaart |
| | | | | | Senior Vice President, Global General Counsel and Secretary |
