Labcorp Holdings 8-K Report, Corporate Update (Sep 18, 2024)

On September 16, 2024, Laboratory Corporation of America Holdings (the Issuer), a wholly owned subsidiary of Labcorp Holdings Inc. (the Company), entered into an Underwriting Agreement with BofA Securities, Inc., U.S. Bancorp Investments, Inc., and Wells Fargo Securities, LLC, as representatives of the underwriters, to issue and sell $2,000,000,000^a in senior notes.

The offering consists of three tranches: $650,000,000^b of 4.350% Senior Notes due April 1, 2030, issued at 99.931% of par; $500,000,000 of 4.550% Senior Notes due April 1, 2032, issued at 99.608% of par; and $850,000,000 of 4.800% Senior Notes due October 1, 2034, issued at 99.755% of par. The Notes will be senior unsecured obligations of the Issuer, rank equally with its existing and future senior unsecured debt, and be fully and unconditionally guaranteed by the Company. Interest accrues from September 23, 2024, payable semi-annually on April 1 and October 1, beginning April 1, 2025.

The Issuer expects to use the net proceeds to redeem or repay $400.0 million^c of its 2.30% Senior Notes due December 1, 2024 and $1.0 billion of its 3.60% Senior Notes due February 1, 2025, and to repay $350.0 million of borrowings under its revolving credit facility, with any remainder used for general corporate purposes. The offering is expected to close on September 23, 2024, subject to customary closing conditions. The offering is being made under an effective Form S-3 shelf registration statement filed May 17, 2024.

The filing is largely a debt-financing and refinancing disclosure. It also includes the customary forward-looking statements caveat noting that the offering may not be completed, and it refers investors to the Company's Form 10-K and Forms 10-Q for risk factors.