Item 8.01 Other Events.
Senior Notes Offering
On March 8, 2021, Charles River Laboratories
International, Inc. (the “Company”) issued a press release announcing commencement of a proposed notes offering of
$1 billion aggregate principal amount of senior unsecured notes due 2029 and 2031 (the “Notes”). A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On March 9, 2021, the Company issued a
press release announcing that it had priced its offering of $500,000,000 million aggregate principal amount of senior unsecured
notes due 2029 (the “2029 Notes”) and $500,000,000 million aggregate principal amount of senior unsecured notes due
2031 (the “2031 Notes”). The 2029 Notes will bear interest at an annual rate of 3.750% and the 2031 Notes will be interest at an
annual rate of 4.000%. The Company expects to close the offering of the Notes on March 23, 2021, subject to the satisfaction of
customary closing conditions. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Redemption of 5.500% Senior Notes due 2026
On March 8, 2021, the Company gave notice
(the “Notice of Redemption”) of its intent to redeem all $500.0 million aggregate principal amount of its 5.500% Senior
Notes due 2026 (the “2026 Notes”).
The 2026 Notes are expected to be redeemed
on March 23, 2021 (the “Redemption Date”). In accordance with the terms of the 2026 Notes and the Indenture, dated
as of April 3, 2018 between the Company and MUFG Union Bank, N.A., a national banking association, as trustee (the “Base
Indenture”), as supplemented by the First Supplemental Indenture among the Company, the Guarantors party thereto and the
trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), the 2026
Notes will be redeemed at a redemption price equal to 100.0% of the principal amount of the 2026 Notes, plus the applicable premium
as of, and accrued and unpaid interest to, but excluding, the Redemption Date. The applicable premium will be calculated in accordance
with terms of the 2026 Notes and Indenture.
The Notice of Redemption is subject to
the consummation, on or prior to the Redemption Date, of one or more debt financings on terms and conditions satisfactory in all
respects to the Company in its sole and absolute discretion, providing gross proceeds to the Company in an aggregate amount of
at least $1 billion.
This Form 8-K does not constitute a notice
of redemption with respect to the 2026 Notes under the Indenture.
Caution Concerning Forward-Looking Statements
This Current Report on Form 8-K includes
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements
may be identified by the use of words such as “anticipate,” “believe,” “expect,” “will,”
“would,” “may,” “estimate,” “plan,” “outlook,” and “project,”
and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters.
Forward-looking statements are based on Charles River’s current expectations and beliefs, and involve a number of risks and
uncertainties that are difficult to predict and that could cause actual results to differ materially from those stated or implied
by the forward-looking statements. A further description of these risks, uncertainties, and other matters can be found in the Risk
Factors detailed in Charles River's Annual Report on Form 10-K as filed on February 17, 2021, as well as other filings we make
with the Securities and Exchange Commission. Because forward-looking statements involve risks and uncertainties, actual results
and events may differ materially from results and events currently expected by Charles River, and Charles River assumes no obligation
and expressly disclaims any duty to update information contained in this news release except as required by law.