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
August 20, 2012
(Date of earliest event reported)
LABORATORY CORPORATION OF AMERICA HOLDINGS
(Exact Name of Registrant as Specified in its Charter)
| 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 | 336-229-1127 | ||
| (Address of principal executive offices) | (Zip Code) | (Registrant’s telephone number including area code) |
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 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)) |
Item 7.01 Regulation FD Disclosure
On August 20, 2012, Laboratory Corporation of America Holdings issued a press release announcing that it has priced its offering of $1 billion in senior notes. The offering consists of two tranches: $500 million aggregate principal amount of 2.20% Senior Notes due 2017 (the “2017 Notes”) and $500 million aggregate principal amount of 3.75% Senior Notes due 2022 (the “2022 Notes,” and together with the 2017 Notes, the “Notes”). The Notes will bear interest from August 23, 2012, payable semi-annually on February 23 and August 23, commencing on February 23, 2013. The closing of the offering is expected to occur on August 23, 2012, subject to the satisfaction of customary closing conditions. The Notes will be senior unsecured obligations and will rank equally with LabCorp’s existing and future senior unsecured debt. A copy of the press release is being furnished with this Form 8-K as Exhibit 99.1.
LabCorp intends to use the net proceeds of this offering to repay certain amounts outstanding under its existing credit facility dated December 21, 2011 and for general corporate purposes.
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
| Exhibit 99.1 | Press Release dated August 20, 2012 |
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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.
| Laboratory Corporation of America Holdings | ||||||
| Date: August 20, 2012 | By: | /s/ F. Samuel Eberts III | ||||
| F. Samuel Eberts III | ||||||
| Chief Legal Officer and Secretary | ||||||
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Exhibit 99.1
|
|
FOR IMMEDIATE RELEASE Investor/Media Contact: Stephen Anderson — 336-436-5076 |
358 South Main Street
Burlington, NC 27215
Telephone: (336) 584-5171
LABCORP PRICES $500 MILLION IN 2.20% SENIOR NOTES DUE 2017 AND
$500 MILLION IN 3.75% SENIOR NOTES DUE 2022
Burlington, NC, August 20, 2012 — Laboratory Corporation of America® Holdings (LabCorp®) (NYSE: LH) announced today that it has priced its offering of $1 billion in senior notes. The offering consists of two tranches: $500 million aggregate principal amount of 2.20% Senior Notes due 2017 (the “2017 Notes”) and $500 million aggregate principal amount of 3.75% Senior Notes due 2022 (the “2022 Notes,” and together with the 2017 Notes, the “Notes”). The Notes will bear interest from August 23, 2012, payable semi-annually on August 23 and February 23, commencing on February 23, 2013. The closing of the offering is expected to occur on August 23, 2012, subject to the satisfaction of customary closing conditions. The Notes will be senior unsecured obligations and will rank equally with LabCorp’s existing and future senior unsecured debt.
LabCorp intends to use the net proceeds of this offering to repay certain amounts outstanding under its existing credit facility dated December 21, 2011, and for general corporate purposes.
The active joint book-running managers for the offering are BofA Merrill Lynch and Credit Suisse. Barclays and Wells Fargo Securities are acting as passive joint book-running managers. BB&T Capital Markets; Citigroup; Mitsubishi UFJ Securities; and TD Securities are acting as co-managers. The offering will be made pursuant to an effective shelf registration statement on Form S-3 filed with the Securities and Exchange Commission (the “SEC”). A copy of the prospectus and related prospectus supplement may be obtained from Merrill Lynch, Pierce, Fenner & Smith Incorporated, 4 World Financial Center, 250 Vesey Street, 7th Floor, New York, New York 10080 or by calling toll-free 1-800-294-1322 or from Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, One Madison Avenue, New York, New York 10010 or by calling toll-free 1-800-221-1037 or by emailing: newyork.prospectus@credit-suisse.com.
This press release 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.
About LabCorp®
Laboratory Corporation of America® Holdings, an S&P 500 company, is a pioneer in commercializing new diagnostic technologies and the first in its industry to embrace genomic testing. With annual revenues of $5.5 billion in 2011, over 31,000 employees worldwide, and more than 220,000 clients, LabCorp offers more than 4,000 tests ranging from routine blood analyses to reproductive genetics to companion diagnostics. LabCorp furthers its scientific expertise and innovative clinical testing technology through its LabCorp Specialty Testing Group: The Center for Molecular Biology and Pathology, National Genetics Institute, ViroMed Laboratories, Inc., The Center for Esoteric Testing, Litholink Corporation, Integrated Genetics, Integrated Oncology, DIANON Systems, Inc., Monogram Biosciences, Inc., Colorado Coagulation, and Endocrine Sciences. LabCorp conducts clinical trials testing through its LabCorp
Clinical Trials division. LabCorp clients include physicians, government agencies, managed care organizations, hospitals, clinical labs, and pharmaceutical companies.
This press release contains forward-looking statements. Each of the forward-looking statements is subject to change based on various important factors, including without limitation, competitive actions in the marketplace and adverse actions of governmental and other third-party payors. Actual results could differ materially from those suggested by these forward-looking statements. Further information on potential factors that could affect LabCorp’s financial results is included in the Company’s Form 10-K for the year ended December 31, 2011, and subsequent SEC filings.
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