Item 1.01 Entry into a Material
Definitive Agreement.
Indenture
and Notes
Overview.
On April 3, 2018, Charles River Laboratories International, Inc., a Delaware corporation (“Charles River” or the
“Company”) entered into an indenture (the “Base Indenture”) 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 MUFG Union Bank, N.A.,
as trustee (the “Trustee”) in connection with the offering of $500 million aggregate principal amount of the Company’s
5.500% Senior Notes due 2026 (the “Notes”) . A copy of the Indenture is filed as Exhibit 4.1 to this Current Report
on Form 8-K and incorporated herein by reference.
Principal,
Maturity and Interest
. The Company issued $500 million aggregate principal amount of the Notes. The Notes are general, unsecured,
senior obligations of the Company. The Notes will mature on April 1, 2026. Interest on the Notes is payable at a rate of 5.500%
per annum, payable semi-annually in arrears on each April 1 and October 1, beginning on October 1, 2018, to holders of record
for such Notes on the immediately preceding March 15 and September 15, respectively.
Optional
Redemption
. The Company may redeem all or part of the Notes at any time prior to April 1, 2021, 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 with the proceeds of certain equity offerings completed before April 1, 2021, at a redemption
price equal to 105.5% of the principal amount of such Notes plus accrued and unpaid interest, if any, to but excluding the redemption
date.
On or after
April 1, 2021, the Company may on any one or more occasions redeem all or a part of the Notes, 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 and 4.3 to this Current Report on Form 8-K and are incorporated herein by reference.