Item 1.01 Entry into a Material Definitive Agreement.
Indenture and Notes
Overview. On March 23, 2021, Charles
River Laboratories International, Inc., a Delaware corporation (“Charles River” or the “Company”) entered
into an indenture (the “Base Indenture”) between the Company and U.S. Bank National Association, as trustee (the
“Trustee”), as supplemented by a first supplemental indenture (the “Supplemental Indenture,” and together
with the Base Indenture the “Indenture”) by and among the Company, certain of the Company’s U.S. subsidiaries,
Charles River Laboratories Ashland, LLC, Charles River Laboratories I Delaware Holdings, Inc., Charles River Laboratories II
Delaware Holdings, Inc., Charles River Laboratories SA USA, Inc., Charles River Laboratories, Inc. and CRL Safety Assessment, Inc.
(collectively, the “Guarantors”), and the Trustee, in connection with the offering of $500 million aggregate principal
amount of the Company’s 3.750% senior notes due 2029 (the “2029 Notes”) and $500 million aggregate principal
amount of the Company’s 4.000% senior notes due 2031 (the “2031 Notes” and, together with the 2029 Notes, the “Notes”).
Copies of the Base Indenture and the Supplemental Indenture are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report
on Form 8-K and incorporated herein by reference.
Principal, Maturity and Interest.
The Company issued $1 billion aggregate principal amount of the Notes. The Notes are general, unsecured, senior obligations of
the Company. The 2029 Notes will mature on March 15, 2029 and the 2031 Notes will mature on March 15, 2031. Interest on the 2029
Notes is payable at a rate of 3.750% per annum and interest on the 2031 Notes is payable at a rate of 4.000% per annum. Interest
on the Notes is payable semi-annually in arrears on each March 15 and September 15, beginning on September 15, 2021, to holders
of record for such Notes on the immediately preceding March 1 and September 1, respectively.
Optional Redemption. The Company
may redeem all or part of the 2029 Notes at any time prior to March 15, 2024, and all or part of the 2031 Notes at any time prior
to March 15, 2026, at its option, at a redemption price equal to 100% of the principal amount of such Notes plus the Applicable
Premium (as defined in the Indenture) plus accrued and unpaid interest, if any, to but excluding the redemption date.
The Company may also redeem up to 40% of
the Notes of each series with the proceeds of certain equity offerings completed before March 15, 2024, at a redemption price equal
to, in the case of the 2029 Notes, 103.750% of the principal amount thereof, and, in the case of the 2031 Notes, 104.000% of the
principal amount thereof, in each case, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
The Company may on any one or more occasions
redeem all or a part of the 2029 Notes on or after March 15, 2024, and all or a part of the 2031 Notes on or after March 15, 2026,
at the redemption prices specified in the Indenture, plus accrued and unpaid interest, if any, on the Notes redeemed, to, but excluding,
the applicable date of redemption.
Change of Control. Upon the occurrence
of a Change of Control Triggering Event (as defined in the Indenture), the Company will be required to offer to repurchase the
Notes at a purchase price equal to 101% of the aggregate principal amount of such Notes plus accrued and unpaid interest, if any,
to but excluding the date of such purchase.
Note Guarantees. As of the issue
date, the Notes are guaranteed fully and unconditionally, jointly and severally, on a senior unsecured basis (the “Note Guarantees”),
by the Guarantors. In the future, the Note Guarantees may be released or terminated under certain circumstances.
Covenants and Restrictions. The
Indenture contains certain covenants, including, but not limited to, limitations and restrictions on the ability of the Company
and its Subsidiaries (as defined in the Indenture) to (i) create certain liens, (ii) enter into any Sale and Leaseback Transaction
(as defined in the Indenture) with respect to any property, and (iii) merge, consolidate, sell or otherwise dispose of all or substantially
all of their assets. These covenants are subject to a number of important conditions, qualifications, exceptions and limitations.
Neither the Notes nor the Note Guarantees
have been or will be registered under the Securities Act and may not be offered or sold except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of the Securities Act.
The descriptions and provisions of the
Indenture set forth above are summaries only, are not complete and are qualified in their entirety by reference to the full and
complete terms contained in the Indenture and the form of Notes, copies of which are attached as Exhibits 4.1, 4.2, 4.3 and 4.4
to this Current Report on Form 8-K and are incorporated herein by reference.