HENRY SCHEIN INC : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Amendment of Existing Private Placement Shelf Facilities

On June 23, 2020, Henry Schein, Inc. (the "Company") amended its (i) Second Amended and Restated Multicurrency Private Shelf Agreement, dated as of June 29, 2018, by and among the Company, PGIM, Inc. ("Prudential") and each Prudential affiliate which becomes party thereto, (ii) Second Amended and Restated Master Note Facility, dated as of June 29, 2018, by and among the Company, NYL Investors LLC (as successor in interest to New York Life Investment Management LLC) ("New York Life") and each New York Life affiliate which becomes party thereto, and (iii) Second Amended and Restated Multicurrency Master Note Purchase Agreement, dated as of June 29, 2018, by and among the Company, Metropolitan Life Insurance Company ("MLIC"), MetLife Investment Management, LLC (as successor in interest to MetLife Investment Advisors Company, LLC) ("MLIAC," and together with MLIC, "MetLife") and each MetLife affiliate which becomes party thereto (the amendments listed in clauses (i) through (iii) above, collectively, the "Private Shelf Amendments"), in each case, to, among other things, (A) extend the scheduled facility termination dates to June 23, 2023, (B) temporarily modify the financial covenant from being based on total leverage ratio to net leverage ratio until March 31, 2021, (C) increase the maximum maintenance leverage ratio through March 31, 2021, but with a 1.00% interest rate increase on the outstanding notes if the net leverage ratio exceeds 3.0x, which will remain in effect until the Company delivers financials for a four-quarter period ending on or after June 30, 2021 showing compliance with the total leverage ratio requirement, and (D) make certain other changes conforming to the Revolving Credit Agreement, dated as of April 18, 2017 (as amended by that certain First Amendment, dated as of June 29, 2018, and that certain Second Amendment, dated as of April 17, 2020), by and among the Company, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and other agents party thereto.

The above description of the Private Shelf Amendments is not complete and is qualified in its entirety by the actual terms of the Private Shelf Amendments, copies of which are attached hereto as Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3, respectively, and are incorporated herein by reference.

Amendments to Existing Receivables Purchase Agreement

On June 22, 2020, the Company amended its Receivables Purchase Agreement, dated as of April 17, 2013 (as amended by that certain Omnibus Amendment No. 1, dated as of July 22, 2013, that certain Omnibus Amendment No. 2, dated as of April 21, 2014, that certain Amendment No. 1 to Receivables Purchase Agreement, dated as of September 22, 2014, that certain Amendment No. 2 to Receivables Purchase Agreement, dated as of April 14, 2015, that certain Amendment No. 3 to Receivables Purchase Agreement, dated as of June 1, 2016, that certain Amendment No. 4 to Receivables Purchase Agreement, dated as of July 6, 2017, and that certain Amendment No. 5 to Receivables Purchase Agreement, dated as of March 13, 2019), by and among the Company, as servicer, HSFR, Inc., as seller, the existing lender, as agent and the various purchaser groups from time to time party thereto, to, among other things, extend the scheduled facility termination date to June 12, 2023 and adjust certain covenant levels, in particular for the second and third quarters of 2020 (the "Receivables Amendment").

The foregoing description of the Receivables Amendment in this Form 8-K is not complete and is qualified in its entirety by the actual terms of the Receivables Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant.

The information required by this Item is included in Item 1.01 of this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On June 25, 2020, the Company issued a press release announcing the Private Shelf Amendments and the Receivables Amendment.

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. Such press release shall not be deemed "filed" for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section. The information in Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing.

--------------------------------------------------------------------------------

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


  4.1                 First Amendment to Second Amended and Restated Multicurrency
                    Private Shelf Agreement, dated as of June 23, 2020, by and among
                    the Company, PGIM, Inc. and each Prudential affiliate which
                    becomes party thereto

  4.2                 First Amendment to Second Amended and Restated Master Note
                    Facility, dated as of June 23, 2020, by and among the Company,
                    NYL Investors LLC and each New York Life affiliate which becomes
                    party thereto

  4.3                 First Amendment to Second Amended and Restated Multicurrency
                    Master Note Purchase Agreement, dated as of June 23, 2020, by and
                    among the Company, Metropolitan Life Insurance Company, MetLife
                    Investment Management, LLC and each MetLife affiliate which
                    becomes party thereto

  10.1                Amendment No. 6 dated as of June 22, 2020, to the Receivables
                    Purchase Agreement, dated as of April 17, 2013, by and among the
                    Company, as servicer, HSFR, Inc., as seller, Lender, as agent and
                    the various purchaser groups from time to time party thereto, as
                    amended

  Exhibit 99.1        Press Release dated June 25, 2020

  Exhibit 104       Cover Page Interactive Data File (embedded within the Inline XBRL
                    document)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses