On May 21, 2020, Owens & Minor, Inc., a Virginia corporation (the Company) entered into an equity distribution agreement
(the Equity Distribution Agreement) with Citigroup Global Markets Inc. (the Manager), pursuant to which the Company may offer and sell, from time to time, through the Manager, shares of the Companys common stock, par
value $2.00 per share, having an aggregate offering price of up to $50.0 million (the Shares). Any Shares sold under the Equity Distribution Agreement will be issued pursuant to the Companys registration statement on Form S-3 (File No. 333- 238068), filed with the Securities and Exchange Commission (SEC) on May 7, 2020, and effective as of May 20, 2020, the base prospectus
filed as part of such registration statement and the prospectus supplement, dated May 21, 2020, filed by the Company with the SEC.
The
Company is not obligated to sell any Shares under the Equity Distribution Agreement. Subject to the terms and conditions of the Equity Distribution Agreement, the Manager will use commercially reasonable efforts consistent with its normal trading
and sales practices to sell Shares from time to time based upon the Companys instructions, including the maximum amount of Shares to be issued on a daily basis or otherwise as agreed with the Manager, and the minimum price per share at which
such Shares may be sold. Subject to the terms and conditions of the Equity Distribution Agreement, sales of the Shares may be made at market prices in transactions that are deemed to be at the market offerings, as defined in Rule
415(a)(4) promulgated under the Securities Act of 1933, as amended, including sales made directly on or through the New York Stock Exchange (the NYSE), the existing trading market for our common stock. The Manager will not engage in any
prohibited stabilizing transactions with respect to the Companys common stock. The Managers obligation to sell Shares under the Equity Distribution Agreement is subject to satisfaction of certain customary closing conditions for
transactions of this nature.
The Company will pay the Manager a commission of up to 2.75% of the gross sales price of the Shares, except
as otherwise agreed, sold under the terms of the Equity Distribution Agreement. The Company has agreed to provide the Manager with customary indemnification and contribution rights. The Company has also agreed to reimburse the Manager for legal
fees, up to a maximum amount of $100,000, in connection with establishing the at-the-market program.
The Equity Distribution Agreement may be terminated by the Manager or the Company at any time upon notice to the other party, or by the
Manager at any time in certain circumstances, including any suspension or limitation on the trading of the Companys common stock on the NYSE.
The foregoing description is qualified in its entirety by reference to the form of Equity Distribution Agreement, which is filed as Exhibit
1.1 to this Current Report and is incorporated herein by reference.