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
October 29, 2013
(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 October 29, 2013, Laboratory Corporation of America Holdings issued a press release announcing its plans to offer, subject to market and other conditions, senior notes that are expected to be issued in two tranches with maturities of 5 and 10 years (the “Notes”). 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 all or a portion of the outstanding borrowings under its existing credit facility dated December 21, 2011, and for general corporate purposes.
The active joint book-running managers for the offering are Barclays Capital Inc. and Wells Fargo Securities, LLC. Credit Suisse Securities (USA) LLC and Goldman, Sachs & Co. are acting as passive joint book-running 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 Barclays Capital Inc., 745 Seventh Ave., New York, NY 10019, or by calling toll-free 1-888-603-5847 or from Wells Fargo Securities, LLC, 1525 West W.T. Harris Blvd., NC 0675, Charlotte, North Carolina 28262, Attn: Capital Markets Client Support, or by calling toll-free 1-800-326-5897.
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 October 29, 2013 |
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: October 29, 2013 | By: | /s/ F. Samuel Eberts III | ||||
| F. Samuel Eberts III | ||||||
| Chief Legal Officer and Secretary | ||||||