8-K12B
filed May 17, 2024, 7:59 PM ET
ticker LH
CIK 0000920148
other material
confidence high
sentiment neutral
materiality 0.50
LABCORP HOLDINGS INC. (LH): M&A transaction — Labcorp completes holding company reorganization; Labcorp Holdings becomes new public parent
LABCORP HOLDINGS INC.
- Labcorp Holdings Inc. becomes successor issuer; shares convert 1:1 from Labcorp common stock.
- LH ticker continues on NYSE uninterrupted; new CUSIP 504922105.
- Directors, executive officers, and business operations unchanged; no change in control.
- Labcorp Holdings guarantees Labcorp's senior notes and credit agreement via supplemental indenture and guarantor joinder.
- Labcorp's authorized shares reduced to 1,000 common and 250 preferred; Labcorp Holdings authorized shares at 265M common and 30M preferred.
Key facts
Extracted from this filing and checked against the source text.
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.7
LABCORP HOLDINGS INC. underwent a change of control involving Laboratory Corporation of America Holdings (closed 2024-05-17).
- Action
- change of control
- Counterparty
- Laboratory Corporation of America Holdings
- Closing
- 2024-05-17
Exact text from the filing
On May 17, 2024, Labcorp implemented the Reorganization pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) dated as of May 17, 2024, among Labcorp, Labcorp Holdings Inc., a Delaware corporation (“Labcorp Holdings”) and Radiance Merger Sub Inc., a Delaware corporation and direct, wholly owned subsidiary of Labcorp Holdings (“Merger Sub”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
LABCORP HOLDINGS INC. entered into Seventeenth Supplemental Indenture with U.S. Bank Trust Company, National Association (effective 2024-05-17).
- Action
- entry
- Agreement
- notes offering
- Counterparty
- U.S. Bank Trust Company, National Association
- Effective
- 2024-05-17
Exact text from the filing
on May 17, 2024, Labcorp, Labcorp Holdings and U.S. Bank Trust Company, National Association (the “Trustee”) entered into a seventeenth supplemental indenture (the “Seventeenth Supplemental Indenture") to the indenture, dated as of November 19, 2010 between Labcorp and the Trustee
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
LABCORP HOLDINGS INC. entered into Guarantor Joinder Agreement with Bank of America, N.A. (effective 2024-05-17).
- Action
- entry
- Agreement
- credit facility
- Counterparty
- Bank of America, N.A.
- Effective
- 2024-05-17
Exact text from the filing
On May 17, 2024, Labcorp Holdings entered into the Guarantor Joinder Agreement (the “Guarantor Joinder Agreement"), pursuant to which, among other things, Labcorp Holdings provided a full and unconditional guarantee of Labcorp’s obligations under the Third Amended and Restated Credit Agreement
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
LABCORP HOLDINGS INC. entered into Merger Agreement with Merger Sub (effective 2024-05-17).
- Action
- entry
- Agreement
- merger
- Counterparty
- Merger Sub
- Effective
- 2024-05-17
Exact text from the filing
On May 17, 2024, Labcorp completed the Reorganization by implementing the Merger pursuant to the terms of the Merger Agreement.
View on SEC.gov
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