--- schema_version: "secwatch.filing_event.v1" accession: "0001965040-23-000021" form_type: "8-K" ticker: "FTRE" cik: "0001965040" company_name: "Fortrea Holdings Inc." filed_at: "2023-07-03T23:59:59+00:00" generated_at: "2026-06-13T13:31:12.785531+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.8 calibrated_materiality_score: 0.8 confidence: "high" source: SEC EDGAR --- # Fortrea Holdings completes spinoff from Labcorp; issues $570M 7.5% notes due 2030 ## Summary - Spinoff effective June 30, 2023; Labcorp stockholders receive one Fortrea share per Labcorp share held on June 20 record date. - Issued $570M 7.5% Senior Secured Notes due 2030; entered $450M revolver, $500M Term A, $570M Term B credit facilities. - Board appointed with three classes; Thomas Pike (CEO), Jill McConnell (CFO) confirmed; Sandra van der Vaart and Glenn Eisenberg resigned. - Transition Services Agreement with Labcorp for up to 24 months; Tax Matters Agreement restricts certain actions for two years post-spinoff. - Adopted 2023 Omnibus Incentive Plan and Employee Stock Purchase Plan; non-employee directors get $67,500 annual cash retainer and $210K RSU grant. ## SEC filing metadata - accession: 0001965040-23-000021 - form_type: 8-K - ticker: FTRE - cik: 0001965040 - company_name: Fortrea Holdings Inc. - filed_at: 2023-07-03T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.8 - calibrated_materiality_score: 0.8 - confidence: high - sec_items: 1.01, 2.03, 5.01, 5.02, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1965040/000196504023000021/0001965040-23-000021-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1965040/000196504023000021/ftre-20230629.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001965040-23-000021 - JSON: https://secwatch.observer/filing/0001965040-23-000021.json - Plain text: https://secwatch.observer/filing/0001965040-23-000021.txt ## Key facts - Debt Financings Fortrea Holdings Inc. amended senior notes. - Instrument: senior notes - Event: amendment source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1965040/000196504023000021/0001965040-23-000021-index.htm - Executive change Dr. Amrit Ray was appointed as Director at Fortrea Holdings Inc.. - Action: appointed - Role: Director source text: on June 29, 2023, the persons set forth in the table below assumed their positions as directors on our board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1965040/000196504023000021/0001965040-23-000021-index.htm - Executive change David Smith was appointed as Director at Fortrea Holdings Inc.. - Action: appointed - Role: Director source text: on June 29, 2023, the persons set forth in the table below assumed their positions as directors on our board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1965040/000196504023000021/0001965040-23-000021-index.htm - Executive change Thomas Pike was appointed as Director at Fortrea Holdings Inc.. - Action: appointed - Role: Director source text: on June 29, 2023, the persons set forth in the table below assumed their positions as directors on our board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1965040/000196504023000021/0001965040-23-000021-index.htm - Executive change Sandra D. van der Vaart departed as Director at Fortrea Holdings Inc.. - Action: ceased to be - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1965040/000196504023000021/0001965040-23-000021-index.htm - Executive change Betty Larson was appointed as Director at Fortrea Holdings Inc.. - Action: appointed - Role: Director source text: on June 29, 2023, the persons set forth in the table below assumed their positions as directors on our board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1965040/000196504023000021/0001965040-23-000021-index.htm - Executive change Edward Pesicka was appointed as Director at Fortrea Holdings Inc.. - Action: appointed - Role: Director source text: on June 29, 2023, the persons set forth in the table below assumed their positions as directors on our board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1965040/000196504023000021/0001965040-23-000021-index.htm - Executive change R. Andrew Eckert was appointed as Director at Fortrea Holdings Inc.. - Action: appointed - Role: Director source text: on June 29, 2023, the persons set forth in the table below assumed their positions as directors on our board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1965040/000196504023000021/0001965040-23-000021-index.htm - Executive change Peter Neupert was appointed as Director at Fortrea Holdings Inc.. - Action: appointed - Role: Director source text: on June 29, 2023, the persons set forth in the table below assumed their positions as directors on our board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1965040/000196504023000021/0001965040-23-000021-index.htm - Executive change Glenn A. Eisenberg departed as Director at Fortrea Holdings Inc.. - Action: ceased to be - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1965040/000196504023000021/0001965040-23-000021-index.htm - Governance Changes Fortrea Holdings Inc.: Amended and Restated Bylaws became effective (effective 2023-06-29). - Change: bylaw amendment - Effective: 2023-06-29 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1965040/000196504023000021/0001965040-23-000021-index.htm - Governance Changes Fortrea Holdings Inc.: Amended and Restated Certificate of Incorporation became effective (effective 2023-06-29). - Change: charter amendment - Effective: 2023-06-29 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1965040/000196504023000021/0001965040-23-000021-index.htm - M&A Transactions Fortrea Holdings Inc. underwent a change of control involving Laboratory Corporation of America Holdings (Labcorp) (closed 2023-06-30). - Action: change of control - Counterparty: Laboratory Corporation of America Holdings (Labcorp) - Closing: 2023-06-30 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1965040/000196504023000021/0001965040-23-000021-index.htm - Material Agreements Fortrea Holdings Inc. entered into Employee Matters Agreement with Laboratory Corporation of America Holdings (effective 2023-06-30). - Action: entry - Agreement: supply - Counterparty: Laboratory Corporation of America Holdings - Effective: 2023-06-30 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1965040/000196504023000021/0001965040-23-000021-index.htm - Material Agreements Fortrea Holdings Inc. entered into Tax Matters Agreement with Laboratory Corporation of America Holdings (effective 2023-06-30). - Action: entry - Counterparty: Laboratory Corporation of America Holdings - Effective: 2023-06-30 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1965040/000196504023000021/0001965040-23-000021-index.htm - Material Agreements Fortrea Holdings Inc. entered into Transition Services Agreement with Laboratory Corporation of America Holdings (effective 2023-06-30). - Action: entry - Agreement: supply - Counterparty: Laboratory Corporation of America Holdings - Effective: 2023-06-30 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1965040/000196504023000021/0001965040-23-000021-index.htm - Material Agreements Fortrea Holdings Inc. entered into Separation and Distribution Agreement with Laboratory Corporation of America Holdings (effective 2023-06-30). - Action: entry - Agreement: supply - Counterparty: Laboratory Corporation of America Holdings - Effective: 2023-06-30 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1965040/000196504023000021/0001965040-23-000021-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.