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LABORATORY CORP OF AMERICA HOLDINGS : Other Events, Financial Statements and Exhibits (form 8-K)

05/14/2021 | 06:11am EDT

Item 8.01. Other Events

On May 12, 2021, Laboratory Corporation of America Holdings (the "Company") issued a press release announcing that it priced its offering of $1,000,000,000 in senior notes. The offering consists of two tranches: $500,000,000 aggregate principal amount of 1.550% Senior Notes due 2026 (the "2026 Notes") and $500,000,000 aggregate principal amount of 2.700% Senior Notes due 2031 (the "2031 Notes" and, together with the 2026 Notes, the "Notes").

The Notes will bear interest from May 26, 2021, payable semi-annually on June 1 and December 1, commencing on December 1, 2021. The closing of the offering is expected to occur on May 26, 2021, subject to the satisfaction of customary closing conditions. The Notes will be senior unsecured obligations and will rank equally with the Company's existing and future senior unsecured debt. A copy of the press release is filed herewith as Exhibit 99.1.

The Company expects to use the net proceeds of the Notes offering to redeem, prior to maturity, its outstanding 3.20% Senior Notes due February 1, 2022 and 3.75% Senior Notes due August 23, 2022.

The joint book-running managers for the offering are BofA Securities, KeyBanc Capital Markets, and Wells Fargo Securities. The offering will be made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-234633) filed with the Securities and Exchange Commission (the "SEC") on November 12, 2019. A copy of the prospectus and related prospectus supplement may be obtained without charge from the SEC. Alternatively, a copy of the prospectus and related prospectus supplement may be obtained from BofA Securities by calling toll-free 1-800-294-1322, from KeyBanc Capital Markets by calling toll-free 1-866-227-6479, or from Wells Fargo Securities by calling toll-free 1-800-645-3751.

On May 12, 2021, the Company entered into an Underwriting Agreement (the "Underwriting Agreement") with BofA Securities, Inc., KeyBanc Capital Markets Inc., and Wells Fargo Securities, LLC on behalf of themselves and the several underwriters named therein. A copy of the Underwriting Agreement is filed herewith as Exhibit 1.1.

This announcement does not constitute an offer to sell or a solicitation of an offer to buy the Notes or any other securities, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering of these securities may be made only by means of the prospectus supplement and the accompanying prospectus.

Item 9.01. Financial Statements and Exhibits


1.1       Underwriting Agreement, dated May 12, 2021 among Laboratory Corporation
        of America Holdings, BofA Securities, Inc., KeyBanc Capital Markets Inc.,
        and Wells Fargo Securities, LLC

5.1       Opinion of Hogan Lovells US LLP, regarding the legality of the Notes

23.1      Consent of Hogan Lovells US LLP (included in Exhibit 5.1)

99.1      Press Release dated May 12, 2021 issued by Laboratory Corporation of
        America Holdings

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


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