Current Report Filing (8-k)
August 15 2017 - 12:50PM
Edgar (US Regulatory)
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)
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DELAWARE
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1-11353
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13-3757370
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(State or other jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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358 SOUTH MAIN STREET,
BURLINGTON, NORTH CAROLINA
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27215
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(Address of principal executive offices)
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(Zip Code)
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336-229-1127
(Registrants 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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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
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Regulation FD Disclosure
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On August 15, 2017, Laboratory Corporation of America Holdings (the
Company) 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 (the Notes). The Notes will be senior unsecured obligations
and will rank equally with the Companys 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
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Financial Statements and Exhibits
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(d)
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Exhibit 99.1
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Press Release dated August 15, 2017
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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
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Laboratory Corporation of America Holdings
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By:
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/s/ F. Samuel Eberts III
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F. Samuel Eberts III
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Chief Legal Officer and Secretary
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