Current Report Filing (8-k)
March 29 2018 - 5:13PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported)
March 29, 2018
PATTERSON
COMPANIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Minnesota
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0-20572
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41-0886515
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1031 Mendota Heights Road
St. Paul, Minnesota 55120
(Address of Principal Executive Offices, including Zip Code)
(651)
686-1600
(Registrants Telephone Number, including Area Code)
Check the appropriate box below if the
Form 8-K
filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions (
see
General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01
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Entry into a Material Definitive Agreement.
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On March 29, 2018, Patterson Companies, Inc. (the
Company) entered into a Note Purchase Agreement (the Agreement) dated as of March 29, 2018 among the Company, Patterson Dental Holdings, Inc., Patterson Dental Supply, Inc., Patterson Veterinary Supply, Inc., and
Patterson Management, LP, as borrowers, and various private lenders. Under the Agreement, the Company issued fixed rate senior notes in an aggregate principal amount of $150,000,000 at an interest rate of 3.79% per annum, due March 30, 2028.
The proceeds from the issuance will be used to repay amounts outstanding under the Companys 2008 senior notes and for general corporate purposes, which may include repurchases of the Companys common stock and business or asset
acquisitions. The Company is subject to various financial covenants under the Agreement including the maintenance of leverage and interest coverage ratios. In the event of a default by the Company under the Agreement, any outstanding obligations
under the Agreement may become due and payable immediately. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10 to
this Current Report on Form
8-K
and which is incorporated herein by reference.
Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant.
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(a)
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The information set forth in Item 1.01 above is incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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SIGNATURES
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.
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PATTERSON COMPANIES, INC.
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Date: March 29, 2018
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By:
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/s/ Les B. Korsh
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Les B. Korsh
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Vice President, General Counsel and Secretary
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