Fortrea Holdings Inc. (FTRE): M&A transaction — Fortrea Holdings completes spinoff from Labcorp; issues $570M 7.5% notes due 2030

became guarantors of the Notes, as required by the Indenture. The Supplemental Indenture is attached as Exhibit 4.2 to this Current Report on Form 8-K and is hereby incorporated by reference herein.

on June 29, 2023, the persons set forth in the table below assumed their positions as directors on our board of directors

on June 29, 2023, the persons set forth in the table below assumed their positions as directors on our board of directors

on June 29, 2023, the persons set forth in the table below assumed their positions as directors on our board of directors

Effective at 11:59 p.m. on June 29, 2023, Sandra D. van der Vaart and Glenn A. Eisenberg, who had been serving as members of the Board, ceased to be directors of the Company.

on June 29, 2023, the persons set forth in the table below assumed their positions as directors on our board of directors

on June 29, 2023, the persons set forth in the table below assumed their positions as directors on our board of directors

on June 29, 2023, the persons set forth in the table below assumed their positions as directors on our board of directors

on June 29, 2023, the persons set forth in the table below assumed their positions as directors on our board of directors

Effective at 11:59 p.m. on June 29, 2023, Sandra D. van der Vaart and Glenn A. Eisenberg, who had been serving as members of the Board, ceased to be directors of the Company.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. In connection with the Distribution, the Company filed with the Secretary of State of the State of Delaware an Amended and Restated Certificate of Incorporation (“Amended Charter”). On June 29, 2023, the Amended Charter and Amended and Restated Bylaws (the “Amended Bylaws”), each of which was previously approved by the Board, Labcorp’s board of directors and by Labcorp as the Company’s sole member, became effective.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. In connection with the Distribution, the Company filed with the Secretary of State of the State of Delaware an Amended and Restated Certificate of Incorporation (“Amended Charter”). On June 29, 2023, the Amended Charter and Amended and Restated Bylaws (the “Amended Bylaws”), each of which was previously approved by the Board, Labcorp’s board of directors and by Labcorp as the Company’s sole member, became effective.

On June 30, 2023 (the “Distribution Date”), at 11:59 p.m. Burlington, North Carolina time (the “Effective Time”), Laboratory Corporation of America Holdings (“Labcorp”) completed the previously announced distribution (the “Distribution”) of 100% of the shares of the common stock of Fortrea Holdings Inc. (“Fortrea,” the “Company,” “we,” “us,” or “our”) to holders of Labcorp’s common stock on a pro rata basis (the “spinoff”).

On or prior to the Distribution Date, in connection with the spinoff, we entered into several agreements with Labcorp that set forth the principal actions taken or to be taken in connection with the spinoff and that govern the relationship between us and Labcorp following the spinoff, including the following agreements: • a Separation and Distribution Agreement; • a Tax Matters Agreement; • an Employee Matters Agreement; and • a Transition Services Agreement.

In connection with the spinoff (together with certain related transactions), we and Labcorp entered into a Tax Matters Agreement that governs the parties’ respective rights, responsibilities, and obligations with respect to taxes, including taxes arising in the ordinary course of business, and taxes, if any, incurred as a result of any failure of the spinoff (or certain related transactions) to qualify as tax-free for U.S. federal income tax purposes.

The descriptions included below of the Separation and Distribution Agreement, the Tax Matters Agreement, the Employee Matters Agreement and the Transition Services Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, which are filed as Exhibits 2.1, 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Burlington, North Carolina time (the “Effective Time”), Laboratory Corporation of America Holdings (“Labcorp”) completed the previously announced distribution (the “Distribution”) of 100% of the shares of the common stock of Fortrea Holdings Inc.