Item 1.01 Entry into a Material Definitive Agreement
On March 12, 2019, Quest Diagnostics Incorporated (the “Company”) issued $500,000,000 aggregate principal amount of 4.200% Senior Notes due 2029
(the “Notes”).
The Company will pay interest on the Notes on June 30 and December 30 of each year, beginning on June 30, 2019.
The Notes will mature on June 30, 2029. The Notes will be the senior unsecured obligations of the Company and will rank equally with the
Company’s other and future senior unsecured obligations. The Notes will not be entitled to the benefit of any sinking fund.
The Notes were issued pursuant to an indenture dated as of June 27, 2001 among the Company, the guarantors (as defined therein) and The Bank of
New York Mellon, as trustee (the “Trustee”), as supplemented from time to time, and as further supplemented by a nineteenth supplemental indenture dated as of March 12, 2019 between the Company and the Trustee (collectively, the “Indenture”). The
Indenture contains covenants that, among other things, will limit the ability of the Company and any subsidiary guarantors to create certain liens; enter into certain sale and leaseback transactions; consolidate, merge or transfer all or
substantially all of the Company’s assets and the assets of the Company’s subsidiaries on a consolidated basis; incur indebtedness of non-guarantor subsidiaries; and make restricted payments to certain non-guarantor subsidiaries. The Indenture
provides for customary events of default. Upon a change of control triggering event (as defined in the Indenture), the Company will be required to make an offer to purchase the Notes at a price equal to 101% of their principal amount plus accrued
and unpaid interest to, but excluding, the date of repurchase.
The foregoing description of the Indenture does not purport to be complete and is qualified in its entirety by reference to the text of the
applicable agreements, each of which is included as an exhibit to this Current Report on Form 8-K and incorporated by reference herein.
A copy of the opinion of Shearman & Sterling LLP, counsel to the Company, relating to the legality of the Notes is filed as Exhibit 5.1 to
this Report.