Conversion Right Triggered for LabCorp’s Zero Coupon Convertible Subordinated Notes Due 2021
July 02 2018 - 8:00AM
Business Wire
LabCorp® (NYSE: LH) announced today that its Zero Coupon
Convertible Subordinated Notes due 2021 (Zero Coupon Notes) may be
converted as set forth below.
The Zero Coupon Notes are convertible into cash and Common Stock
of LabCorp, if any, subject to the terms of the Zero Coupon Notes
and the Indenture, dated as of October 24, 2006, between LabCorp
and The Bank of New York Mellon, as trustee (Trustee) and the
conversion agent.
In order to exercise the option to convert all or a portion of
the Zero Coupon Notes, holders must validly surrender their Zero
Coupon Notes at any time during the calendar quarter through the
close of business at 5:00 p.m., New York City time, on Friday,
September 28, 2018. The Trustee has informed LabCorp that, as of
this date, all custodians and beneficial holders of the Zero Coupon
Notes hold the Zero Coupon Notes through Depository Trust Company
(DTC) accounts and that there are no certificated Zero Coupon Notes
in non-global form. Accordingly, all Zero Coupon Notes surrendered
for conversion must be delivered through the transmittal procedures
of DTC.
Should Zero Coupon Notes be converted, LabCorp would be required
to pay holders in cash for the accreted principal amount of the
securities to be converted, with the remaining amount, if any, to
be satisfied with shares of Common Stock. The shares required for
settlement of the Zero Coupon Notes are included in LabCorp’s
computation of fully diluted earnings per share.
About LabCorpLabCorp (NYSE: LH), an S&P 500 company,
is a leading global life sciences company that is deeply integrated
in guiding patient care, providing comprehensive clinical
laboratory and end-to-end drug development services. With a mission
to improve health and improve lives, LabCorp delivers world-class
diagnostic solutions, brings innovative medicines to patients
faster and uses technology to improve the delivery of care. LabCorp
reported net revenues of more than $10 billion for 2017. To learn
more about LabCorp, visit www.labcorp.com, and to learn more about
Covance Drug Development, visit www.covance.com.
This press release contains forward-looking statements including
but not limited to statements with respect to estimated 2018
guidance and the related assumptions, the impact of various factors
on operating and financial results, expected savings and synergies
(including from the LaunchPad initiative and from acquisitions),
and the opportunities for future growth. Each of the
forward-looking statements is subject to change based on various
important factors, including without limitation, competitive
actions and other unforeseen changes and general uncertainties in
the marketplace, changes in government regulations, including
healthcare reform, customer purchasing decisions, including changes
in payer regulations or policies, other adverse actions of
governmental and third-party payers, changes in testing guidelines
or recommendations, adverse results in material litigation matters,
the impact of changes in tax laws and regulations, failure to
maintain or develop customer relationships, our ability to develop
or acquire new products and adapt to technological changes, failure
in information technology, systems or data security, employee
relations, and the effect of exchange rate fluctuations. Actual
results could differ materially from those suggested by these
forward-looking statements. The Company has no obligation to
provide any updates to these forward-looking statements even if its
expectations change. Further information on potential factors,
risks and uncertainties that could affect operating and financial
results is included in the Company’s Form 10-K for the year ended
December 31, 2017, and subsequent Forms 10-Q, including in each
case under the heading risk factors, and in the Company’s other
filings with the SEC. The information in this press release should
be read in conjunction with a review of the Company’s filings with
the SEC including the information in the Company’s Form 10-K for
the year ended December 31, 2017, and subsequent Forms 10-Q, under
the heading MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
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version on businesswire.com: https://www.businesswire.com/news/home/20180702005155/en/
LabCorpInvestors:Scott Frommer,
336-436-5076Investor@labcorp.comorMedia:Pattie Kushner,
336-436-8263Media@labcorp.com
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