UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Term Loan Credit Agreement
On July 11, 2023, Henry Schein, Inc. (the “Company”), the several lenders parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, U.S. Bank National Association, as syndication agent, and TD Bank, N.A., Bank of America, N.A. and UniCredit Bank, A.G., as co-documentation agents, entered into a new $750 million credit agreement (the “Term Loan Credit Agreement”). This new facility, which matures July 11, 2026, is unsecured and is comprised of a $750 million term facility. The Company plans to use its new credit facility for working capital and general corporate purposes, including, but not limited to, capital expenditures, the repurchase of the Company’s capital stock and permitted refinancing of existing debt, as well as for funding potential acquisitions.
The Term Loan Credit Agreement contains customary representations, warranties and affirmative covenants as well as customary negative covenants, subject to negotiated exceptions, on liens, indebtedness, significant corporate changes (including mergers), dispositions and certain restrictive agreements. The Term Loan Credit Agreement also contains customary events of default, such as payment defaults, cross-defaults to other material indebtedness, bankruptcy and insolvency, the occurrence of a defined change in control, or the failure to observe the negative covenants and other covenants related to the operation of the Company’s business.
The above description of the Term Loan Credit Agreement is not complete and is qualified in its entirety by the actual terms of the Term Loan Credit Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Second Amended and Restated Revolving Credit Facility
On July 11, 2023, the Company amended and restated its existing $1 billion revolving credit agreement, dated as of August 20, 2021, by and among the Company, the several lenders parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent, U.S. Bank National Association, as syndication agent, and TD Bank, N.A., Bank of America, N.A., UniCredit Bank, A.G., the Bank of New York Mellon, ING Bank, N.V. and HSBC Bank USA, N.A., as co-documentation agents (the “Second Amended and Restated Revolving Credit Agreement”), to, among other things, (i) extend the termination date to July 11, 2028 and (ii) update the Term Secured Overnight Financing Rate (Term SOFR) provisions to reflect the current market approach for a multicurrency facility. The Company plans to use its amended and restated credit facility for working capital and general corporate purposes, including, but not limited to, capital expenditures, the repurchase of the Company’s capital stock and permitted refinancing of existing debt, as well as for funding potential acquisitions.
The Second Amended and Restated Revolving Credit Agreement contains customary representations, warranties and affirmative covenants as well as customary negative covenants, subject to negotiated exceptions, on liens, indebtedness, significant corporate changes (including mergers), dispositions and certain restrictive agreements. The Second Amended and Restated Revolving Credit Agreement also contains customary events of default, such as payment defaults, cross-defaults to other material indebtedness, bankruptcy and insolvency, the occurrence of a defined change in control, or the failure to observe the negative covenants and other covenants related to the operation of the Company’s business.
The above description of the Second Amended and Restated Revolving Credit Agreement is not complete and is qualified in its entirety by the actual terms of the Second Amended and Restated Revolving Credit Agreement, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information required by this Item is included in Item 1.01 of this Current Report on Form 8-K and is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On July 13, 2023, the Company issued a press release announcing the Company entering into the Term Loan Credit Agreement and the Second Amended and Restated Revolving Credit Agreement.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. Such press release shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
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.
| HENRY SCHEIN, INC. | ||||||
| Date: July 13, 2023 | By: | /s/ Kelly Murphy | ||||
| Name: | Kelly Murphy | |||||
| Title: | Senior Vice President and General Counsel | |||||