UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 7.01. Regulation FD Disclosure.
On December 13, 2021, Laboratory Corporation of America Holdings (the “Company”) entered into accelerated share repurchase agreements (collectively, the “ASR Agreements”) with Goldman Sachs & Co. LLC and Barclays Bank PLC (collectively, the “Financial Institutions”) to repurchase approximately $1.0 billion in the aggregate of the Company’s common stock (“Common Stock”), as part of the Company’s Common Stock repurchase program.
Under the ASR Agreements, the Company will make an aggregate payment of $1.0 billion to the Financial Institutions and will receive an aggregate initial number of 2,735,604 shares of Common Stock from the Financial Institutions. The specific number of shares that the Company ultimately will repurchase under the ASR Agreements will be based generally on the average of the daily volume-weighted average price per share of the Common Stock during a repurchase period, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR Agreements. At settlement, under certain circumstances, the Financial Institutions may be required to deliver additional shares of Common Stock to the Company, or the Company may be required, at its election, either to make cash payments or deliver shares of Common Stock to the Financial Institutions. The ASR Agreements contain provisions customary for agreements of this type, including provisions for adjustments to the transaction terms, the circumstances generally under which the ASR Agreements may be accelerated, extended or terminated early by the Financial Institutions and various acknowledgments, representations and warranties made by the parties to one another. The transactions are expected to be completed by the end of April 2022.
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 | ||||||
| Registrant | ||||||
| Date: December 14, 2021 | ||||||
| By: | /s/ Sandra van der Vaart | |||||
| Sandra van der Vaart | ||||||
| Executive Vice President, Chief Legal Officer and Corporate Secretary | ||||||