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 15, 2017
(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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 7.01 Regulation FD Disclosure
On August 15, 2017, Laboratory Corporation of America Holdings issued a press release announcing that it has priced its offering of $1.2 billion in senior notes. The offering consists of two tranches: $600,000,000 aggregate principal amount of 3.250% Senior Notes due 2024 (the “2024 Notes”) and $600,000,000 aggregate principal amount of 3.600% Senior Notes due 2027 (the “2027 Notes” and, together with the 2024 Notes, the “Notes”). The Notes will bear interest from August 22, 2017, payable semi-annually on March 1 and September 1, commencing on March 1, 2018. The closing of the offering is expected to occur on August 22, 2017, 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 being furnished with this Form 8-K as Exhibit 99.1.
The Company intends to use the net proceeds of the Notes offering for general corporate purposes, including the repayment at maturity of our outstanding 2.20% Senior Notes due August 23, 2017.
The joint book-running managers for the offering are Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC. 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 from Merrill Lynch, Pierce, Fenner & Smith Incorporated by calling toll-free 1-800-294-1322 or from Wells Fargo Securities, LLC by calling toll-free 1-800-645-3751.
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) |
Exhibit 99.1 Press Release dated August 15, 2017
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.
Date: August 15, 2017
| Laboratory Corporation of America Holdings | ||
| By: | /s/ F. Samuel Eberts III | |
| F. Samuel Eberts III | ||
| Chief Legal Officer and Secretary | ||
Exhibit 99.1
|
FOR IMMEDIATE RELEASE Investor Contact: Scott Frommer - 336-436-5076 Media Contact: Pattie Kushner - 336-436-8263 Company Information: www.labcorp.com |
358 South Main Street
Burlington, NC 27215
Telephone: (336) 584-5171
LABCORP PRICES $600,000,000 IN 3.250% SENIOR NOTES DUE 2024 AND $600,000,000 IN 3.600% SENIOR NOTES DUE 2027
Burlington, NC, August 15, 2017—LabCorp® (NYSE: LH) announced today that it has priced its offering of $1.2 billion in senior notes. The offering consists of two tranches: $600,000,000 aggregate principal amount of 3.250% Senior Notes due 2024 (the “2024 Notes”) and $600,000,000 aggregate principal amount of 3.600% Senior Notes due 2027 (the “2027 Notes”), (together with the 2024 Notes, the “Notes”). The Notes will bear interest from August 22, 2017, payable semi-annually on March 1 and September 1, commencing on March 1, 2018. The closing of the offering is expected to occur on August 22, 2017, 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 the Notes offering for general corporate purposes, including the repayment at maturity of its outstanding 2.20% Senior Notes due August 23, 2017.
The joint book-running managers for the offering are Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC, Barclays Capital Inc., MUFG Securities Americas Inc. and TD Securities (USA) LLC. Credit Suisse Securities (USA) LLC, KeyBanc Capital Markets Inc., PNC Capital Markets LLC, U.S. Bancorp Investments, Inc., BB&T Capital Markets, a division of BB&T Securities, LLC, BNY Mellon Capital Markets, LLC, Credit Agricole Securities (USA) Inc., Fifth Third Securities Inc. and Goldman Sachs & Co. LLC 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. A copy of the prospectus and related prospectus supplement may be obtained from Merrill Lynch, Pierce, Fenner & Smith Incorporated, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte, NC 28255-0001, Attention: Prospectus Department, by email at dg.prospectus_requests@baml.com or by calling toll-free 1-800-294-1322 or from Wells Fargo Securities, LLC, 608 2nd Avenue South, Suite 1000, Minneapolis, MN 55402, Attn: WFS Customer Service, by email at wfscustomerservice@wellsfargo.com by calling toll-free 1-800-645-3751.
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
LabCorp (NYSE: LH), an S&P 500 company, is a leading global life sciences company that is deeply integrated in guiding patient care, providing comprehensive clinical laboratory and end-to-end drug development services. With a mission to improve health and improve lives, LabCorp delivers world-class diagnostic solutions, brings innovative medicines to patients faster and uses technology to improve the delivery of care. LabCorp reported net revenues of nearly $9.5 billion for 2016 through the contributions of 52,000 employees in approximately 60 countries.
This press release contains forward-looking statements including statements about the proposed offering of Notes and use of proceeds therefrom. Each of the forward-looking statements is subject to change based on various important factors, including the risk that the offering may not be successful. Further information on potential factors that could affect LabCorp’s operating and financial results is included in the Company’s Form 10-K for the year ended December 31, 2016, including under the heading risk factors, and in the Company’s other filings with the
SEC. The information in this press release should be read in conjunction with a review of the Company’s filings with the SEC including the information in the section of the Company’s Form 10-K for the year ended December 31, 2016 and subsequent Forms 10-Q under the heading MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.