Conversion Right Triggered for LabCorp’s Zero Coupon Convertible Subordinated Notes Due 2021
April 01 2015 - 8:45AM
Business Wire
Laboratory Corporation of America® Holdings (LabCorp®) (NYSE:LH)
announced today that its Zero Coupon Convertible Subordinated Notes
due 2021 (Zero Coupon Notes) may be converted as set forth
below.
The Zero Coupon Notes are convertible into cash and Common Stock
of LabCorp, if any, subject to the terms of the Zero Coupon Notes
and the Indenture, dated as of October 24, 2006 between LabCorp and
The Bank of New York Mellon, as trustee (Trustee) and the
conversion agent.
In order to exercise the option to convert all or a portion of
the Zero Coupon Notes, holders must validly surrender their Zero
Coupon Notes at any time during the calendar quarter through the
close of business at 5:00 p.m., New York City time, on Tuesday,
June 30, 2015. The Trustee has informed LabCorp that, as of this
date, all custodians and beneficial holders of the Zero Coupon
Notes hold the Zero Coupon Notes through Depository Trust Company
(DTC) accounts and that there are no certificated Zero Coupon Notes
in non-global form. Accordingly, all Zero Coupon Notes surrendered
for conversion must be delivered through the transmittal procedures
of DTC.
Should Zero Coupon Notes be converted, LabCorp would be required
to pay holders in cash for the accreted principal amount of the
securities to be converted, with the remaining amount, if any, to
be satisfied with shares of Common Stock. The shares required for
settlement of the Zero Coupon Notes are included in LabCorp’s
computation of fully diluted earnings per share.
About LabCorp®
Laboratory Corporation of America® Holdings, an S&P 500
company, is the world’s leading healthcare diagnostics company,
providing comprehensive clinical laboratory services through
LabCorp Diagnostics, and end-to-end drug development support
through Covance Drug Development. LabCorp is a pioneer in
commercializing new diagnostic technologies and is improving
people’s health by delivering the combination of world-class
diagnostics, drug development and knowledge services. With more
than 48,000 employees in over 60 countries, LabCorp offers
innovative solutions to healthcare stakeholders. LabCorp clients
include physicians, patients and consumers, biopharmaceutical
companies, government agencies, managed care organizations,
hospitals, and clinical labs. To learn more about Covance Drug
Development, visit www.covance.com. To learn more about LabCorp and
LabCorp Diagnostics, visit www.labcorp.com.
This press release contains forward-looking statements including
with respect to estimated 2015 guidance and the impact of various
factors on operating results. Each of the forward-looking
statements is subject to change based on various important factors,
including without limitation, competitive actions in the
marketplace, adverse actions of governmental and other third-party
payers and the results from the Company’s acquisition of Covance.
Actual results could differ materially from those suggested by
these forward-looking statements. 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, 2014, including in each case under the heading risk factors,
and in the Company’s other filings with the SEC, as well as in the
risk factors included in Covance’s 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, 2014, subsequent Forms 10-Q, under the heading
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
LabCorp®Investor/Media Contact:Paul Surdez,
336-436-5076Company Information: www.labcorp.com
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