Owens & Minor Announces Launch of Senior Notes Offering
March 02 2021 - 8:46AM
Business Wire
Owens & Minor, Inc. (NYSE: OMI) (the “Company”) announced
today that it has launched a private offering (the “Offering”) of
$500 million aggregate principal amount of senior notes due 2029
(the “Notes”), subject to customary and market conditions.
The Company intends to use the net proceeds of the Offering,
together with expected borrowings under a new revolving credit
facility and an amended and upsized receivables securitization
facility (together, the new credit facilities”), to fund the
repurchase or repayment in full of the following outstanding debt,
and to pay related fees, costs, and expenses in connection
therewith: (i) outstanding borrowings under its Term B Loan (the
“Term B Loan”) provided under that certain Credit Agreement dated
as of July 27, 2017 (as amended, modified, extended, restated,
replaced, or supplemented from time to time) among the Company,
Wells Fargo Bank, N.A., JPMorgan Chase Bank, N.A., Bank of America,
N.A. and a syndicate of financial institutions, including Citibank,
N.A (“Existing Credit Agreement”) and (ii) outstanding borrowings
under its existing revolving credit facility (the “Existing
Revolving Credit Facility”) provided under the Existing Credit
Agreement. Any remaining net proceeds will be used for general
corporate purposes.
The Notes have not been registered under the Securities Act of
1933, as amended (the “Securities Act”), any state securities laws
or the securities laws of any other jurisdiction, and may not be
offered or sold in the United States, or for the benefit of U.S.
persons, except pursuant to an applicable exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and applicable state securities or blue sky laws.
Accordingly, the Notes are being offered only to persons reasonably
believed to be “qualified institutional buyers,” as that term is
defined under Rule 144A of the Securities Act, or outside the
United States to non-“U.S. persons” in accordance with Regulation S
under the Securities Act.
A confidential offering memorandum for the Offering, dated as of
today, is being made available to such eligible persons. The
Offering is being conducted in accordance with the terms and
subject to the conditions set forth in such confidential offering
memorandum
This press release shall not constitute an offer to sell, a
solicitation to buy or an offer to purchase or sell any securities.
No offer, solicitation, purchase or sale will be made in any
jurisdiction in which such offer, solicitation or sale would be
unlawful. Any offer, or solicitation to buy, if at all, will be
made only by means of a confidential offering memorandum. This
press release does not constitute a notice of repayment of
outstanding indebtedness under the Company’s Existing Revolving
Credit Facility or a notice of repayment of its Term B Loan, and
any repayment of the Term B Loan and the Existing Revolving Credit
Facility will be made in accordance with the terms and conditions
of the Existing Credit Agreement. The terms and conditions of the
new credit facilities have not been finalized and are therefore
subject to change. While the new credit facilities are conditioned
upon the completion of the Offering, the Offering is not
conditioned on our entering into the new credit facilities.
About Owens & Minor,
Inc.
Owens & Minor, Inc. (NYSE: OMI) is a global healthcare
solutions company that incorporates product manufacturing,
distribution support and innovative technology services to deliver
significant and sustained value across the breadth of the industry
– from acute care to patients in their home. Aligned to its Mission
of Empowering Our Customers to Advance HealthcareTM, more than
15,000 global teammates serve over 4,000 healthcare industry
customers. A vertically-integrated, predominantly Americas-based
footprint enables Owens & Minor to reliably supply its
self-manufactured surgical and PPE products. This seamless value
chain integrates with a portfolio of products representing 1,200
branded suppliers. Operating continuously since 1882 from its
headquarters in Richmond, Virginia, Owens & Minor has grown
into a FORTUNE 500 company with operations located across North
America, Asia, Europe and Latin America.
Forward-Looking
Statements
This press release contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of
1995. Although we believe our expectations with respect to the
forward-looking statements are based upon reasonable assumptions
within the bounds of our knowledge of our business and operations,
all forward-looking statements involve risks and uncertainties and,
as a result, actual results could differ materially from those
projected, anticipated or implied by these statements. Such
forward-looking statements involve known and unknown risks,
uncertainties and assumptions, which may cause the actual results,
performance or achievements of the Company to be materially
different from any future results, performance or achievements
expressed or implied by such forward-looking statements.
Forward-looking statements contained in this press release include,
but are not limited to, statements related to the Offering and the
use of proceeds therefrom, and the entry into, and borrowings under
the Company’s new revolving credit facility and amended and upsized
receivables securitization facility. Unless legally required, the
Company undertakes no obligation to update publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210302005724/en/
Chandrika Nigam, Director, Investor Relations,
Investor.Relations@owens-minor.com, 804-723-7556
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