Item 1.01 Entry into a Material Definitive Agreement
On May 13, 2020, Quest Diagnostics Incorporated (the "Company") issued
$550,000,000 aggregate principal amount of 2.800% senior notes due 2031 (the
"Notes").
The Company will pay interest on the Notes on June 30 and December 30 of each
year, beginning on December 30, 2020.
The Notes will mature on June 30, 2031. 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 twenty-first supplemental indenture dated as of May
13, 2020 between the Company and the Trustee (collectively, the "Indenture").
The Indenture contains covenants that, among other things, will limit the
ability of (i) the Company and any subsidiary guarantors to create certain liens
and enter into certain sale and leaseback transactions and (ii) the Company to
consolidate, merge or transfer all or substantially all of the Company's assets
on a consolidated basis and incur indebtedness at 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.
Item 8.01 Other Events
On May 11, 2020, the Company issued a press release announcing the pricing of a
public offering of $550 million aggregate principal amount of the Notes under
the Company's shelf registration statement. A copy of the press release, dated
May 11, 2020, is attached to this Current Report on Form 8-K as Exhibit 99.1 and
is incorporated by reference into this Current Report on Form 8-K.
In connection with the offering of the Notes, on May 11, 2020, the Company
entered into an underwriting agreement (the "Underwriting Agreement") with
Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Mizuho Securities USA
LLC on behalf of themselves and the other underwriters named therein. The
Underwriting Agreement is attached to this Current Report on Form 8-K as Exhibit
1.1 and is incorporated by reference into this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
Exhibit Description
1.1 * Underwriting Agreement, dated May 11, 2020
4.1 Indenture dated as of June 27, 2001, among the Company, the
Subsidiary Guarantors and the Trustee (filed as an Exhibit to
the Company's current report on Form 8-K (Date of Report: June
27, 2001) and incorporated herein by reference)
4.2 * Twenty-First Supplemental Indenture, dated as of May 13, 2020,
between the Company and the Trustee
2
4.3 * Form of the Company's 2.800% Senior Note due 2031
(incorporated by reference from Exhibit A to Exhibit 4.2
hereof )
5.1 * Opinion of Shearman & Sterling LLP, counsel to the Company
23.1 * Consent of Shearman & Sterling LLP (included in Exhibit 5.1)
99.1 * Press Release issued by the Company, dated May 11, 2020,
announcing pricing of notes
104* The cover page from this current report on Form 8-K, formatted
in Inline XBRL.
* Filed herewith.
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QUEST DIAGNOSTICS INCORPORATED 
