Accendra Health Inc 8-K, filed Mar 4, 2021
Accendra Health Inc/Va/ (ACH)
About this 8-K
Accendra Health Inc filed this 8-K on March 4, 2021, reporting on events of March 3, 2021.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
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| Post Office Box 27626, Richmond, Virginia |
23261-7626 | |
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| Item 8.01. | Other Events |
On March 3, 2021, Owens & Minor, Inc. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with BofA Securities, Inc., as representative of the several initial purchasers named therein (collectively, the “Initial Purchasers”), in connection with the offer and sale of $500,000,000 aggregate principal amount of the Company’s 4.500% senior notes due 2029 (the “Notes”) in a private offering (the “Offering”) to persons reasonably believed to be “qualified institutional buyers,” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons outside the United States in offshore transactions pursuant to Regulation S under the Securities Act.
The Purchase Agreement contains customary representations, warranties and covenants by the Company, together with customary closing conditions. Under the terms of the Purchase Agreement, the Company has agreed to indemnify the Initial Purchasers against certain liabilities. The Offering is expected to close on March 10, 2021, in accordance with the terms of the Purchase Agreement.
The Company intends to use the net proceeds of the Offering, together with expected borrowings under the New Revolving Credit Facility (as defined below) and the Amended Receivables Securitization Facility (as defined below), to fund the repurchase or repayment in full of the following outstanding debt, and to pay related fees, costs, and expenses in connection therewith: (i) outstanding borrowings under its Term B Loan (the “Term B Loan”) provided under that certain Credit Agreement dated as of July 27, 2017 (as amended, modified, extended, restated, replaced, or supplemented from time to time) among the Company, Wells Fargo Bank, N.A., JPMorgan Chase Bank, N.A., Bank of America, N.A. and a syndicate of financial institutions, including Citibank, N.A (“Existing Credit Agreement”) and (ii) outstanding borrowings under its existing revolving credit facility (the “Existing Revolving Credit Facility”) provided under the Existing Credit Agreement. Any remaining net proceeds will be used for general corporate purposes.
Concurrently with this offering, the Company intends to (i) enter into a new credit agreement for a new revolving credit facility (the “New Revolving Credit Facility”) in an aggregate principal amount anticipated to be up to $300 million and (ii) amend its existing receivables securitization facility to provide for borrowings in an aggregate principal amount anticipated to be up to $450 million (the “Amended Receivables Securitization Facility” and, together with the New Revolving Credit Facility, the “New Credit Facilities”). The amount and other terms and conditions of the New Credit Facilities have not been finalized and are therefore subject to change.
This Current Report on Form 8-K shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offer, or solicitation to buy, if at all, will be made only by means of a confidential offering memorandum. This Current Report does not constitute a notice of repayment of outstanding indebtedness under the Company’s Existing Revolving Credit Facility or a notice of repayment of its Term B Loan, and any repayment of the Term B Loan and the Existing Revolving Credit Facility will be made in accordance with the terms and conditions of the Existing Credit Agreement.
On March 3, 2021, the Company issued a press release to announce the pricing of the Notes. A copy of the press release is filed hereto as Exhibit 99.1 and is incorporated by reference herein.
Forward-Looking Statements
This Current Report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Although we believe our expectations with respect to the forward-looking statements are based upon reasonable assumptions within the bounds of our knowledge of our business and operations, all forward-looking statements involve risks and uncertainties and, as a result, actual results could differ materially from those projected, anticipated or implied by these statements. Such forward-looking statements involve known and unknown risks, uncertainties and assumptions, which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements contained in this Current Report include, but are not limited to, statements related to the Offering and the use of proceeds therefrom, and the entry into, and borrowings under the Company’s New Credit Facilities. Unless legally required, the Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
| Item 9.01. | Financial Statement and Exhibits. |
| (d) | Exhibits. |
| 99.1 | Press Release issued by the Company on March 3, 2021. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document) | |
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SIGNATURE
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: March 3, 2021
| OWENS & MINOR, INC. | ||
| By: | /s/ Nicholas J. Pace | |
| Name: Nicholas J. Pace | ||
| Title: Executive Vice President, General Counsel and Corporate Secretary | ||
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Exhibit 99.1
Owens & Minor Announces Pricing of $500 Million of Senior Notes due 2029
RICHMOND, VA. (March 3, 2020) - Owens & Minor, Inc. (NYSE:OMI) (the “Company”) announced today the pricing of its private offering (the “Offering”) of $500 million aggregate principal amount of its 4.500% senior notes due 2029 (the “Notes”). The Offering is expected to close on March 10, 2021. The closing of the Offering is subject to the satisfaction of customary and market conditions.
The Notes will bear interest at the rate of 4.500% per year. The Notes will mature on March 31, 2029. The Notes were offered at a price of 100% of their principal amount.
The Company intends to use the net proceeds of this Offering, together with expected borrowings under a new revolving credit facility and its amended and upsized receivables securitization facility, to fund the repurchase or repayment in full of the following outstanding debt, and to pay related fees, costs, and expenses in connection therewith: (i) outstanding borrowings under its Term B Loan (the “Term B Loan”) provided under that certain Credit Agreement dated as of July 27, 2017 (as amended, modified, extended, restated, replaced, or supplemented from time to time) among the Company, Wells Fargo Bank, N.A., JPMorgan Chase Bank, N.A., Bank of America, N.A. and a syndicate of financial institutions, including Citibank, N.A (“Existing Credit Agreement”) and (ii) outstanding borrowings under its existing revolving credit facility (the “Existing Revolving Credit Facility”) provided under the Existing Credit Agreement.
The Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), any state securities laws or the securities laws of any other jurisdiction, and may not be offered or sold in the United States, or for the benefit of U.S. persons, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities or blue sky laws. Accordingly, the Notes were offered only to persons reasonably believed to be “qualified institutional buyers,” as that term is defined under Rule 144A of the Securities Act, or outside the United States to non-“U.S. persons” in accordance with Regulation S under the Securities Act.
A confidential offering memorandum for the Offering of the Notes has been made available to such eligible persons. The Offering is being conducted in accordance with the terms and subject to the conditions set forth in such confidential offering memorandum.
This press release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offer, or solicitation to buy, if at all, will be made only by means of a confidential offering memorandum. This press release does not constitute a notice of repayment of outstanding indebtedness under the Company’s Existing Revolving Credit Facility or a notice of repayment of its Term B Loan, and any repayment of the Term B Loan and the Existing Revolving Credit Facility will be made in accordance with the terms and conditions of the Existing Credit Agreement.
About Owens & Minor, Inc.
Owens & Minor, Inc. (NYSE: OMI) is a global healthcare solutions company that incorporates product manufacturing, distribution support and innovative technology services to deliver significant and sustained value across the breadth of the industry – from acute care to patients in their home. Aligned to its Mission of Empowering Our Customers to Advance HealthcareTM, more than 15,000 global teammates serve over 4,000 healthcare industry customers. A vertically-integrated, predominantly Americas-based footprint enables Owens & Minor to reliably supply its self-manufactured surgical and PPE products. This seamless value chain integrates with a portfolio of products representing 1,200 branded suppliers.
Operating continuously since 1882 from its headquarters in Richmond, Virginia, Owens & Minor has grown into a FORTUNE 500 company with operations located across North America, Asia, Europe and Latin America.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Although we believe our expectations with respect to the forward-looking statements are based upon reasonable assumptions within the bounds of our knowledge of our business and operations, all forward-looking statements involve risks and uncertainties and, as a result, actual results could differ materially from those projected, anticipated or implied by these statements. Such forward-looking statements involve known and unknown risks, uncertainties and assumptions, which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements contained in this press release include, but are not limited to, statements related to the Offering and the use of proceeds therefrom, and the entry into, and borrowings under the Company’s new revolving credit facility and amended and upsized receivables securitization facility. Unless legally required, the Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.