The board Laboratory Corporation of America Holdings (NYSE:LH) announce the spin-off of Clinical Development business on July 28, 2022. As of June 29, 2023, Laboratory Corporation of America Holdings (NYSE:LH) entered into a Separation and Distribution Agreement with Fortrea. Shareholders will receive one share of common stock for every share of Labcorp common stock. The Clinical Development Business is expected to be publicly listed. Laboratory Corporation currently expects to effect the planned spin-off through a dividend of the Clinical Development business’ shares to Labcorp’s shareholders. Upon completion of the spin-off from Labcorp, Fortrea will operate as an independent, publicly traded global CRO. The Board of Directors, executive leadership, and company name of the Clinical Development business will be determined and announced in the future as plans for the spin-off continue to progress. Adam Schechter will continue to lead Laboratory Corporation as chairman and Chief executive officer following the completion of the spin-off and will continue to be headquartered in Burlington, North Carolina. Thomas (Tom) Pike will join Labcorp as president and chief executive officer of its Drug Development Clinical Development business unit on January 9, 2023. At the time of the spin-off, Pike will serve as the chief executive officer and chairman of the Board of the independent, publicly listed company. Over the last four quarters ending June 30, 2022, the Clinical Development business delivered total revenue of $3 billion. The spin-off will be subject to the satisfaction of certain customary conditions, including, among others, the receipt of final approval by Laboratory Corporation's Board of Directors and the Securities and Exchange Commission. Laboratory Corporation is targeting completion of the spin-off in the second half of 2023. As per the announcement of October 27, 2022, Laboratory Corporation of America Holdings is accelerating the planned spin-off of our Clinical Development business to mid-2023 pending customary approvals. The transaction is expected to close in second half of 2023. As of February 9, 2023, Laboratory Corp. of America Holdings has chosen Fortrea as the corporate and brand name of its clinical development business unit. As of June 5, 2023, following the completion of the spin-off, Fortrea's common stock will be listed on The Nasdaq Stock Market LLC under the ticker symbol "FTRE". As of June 9, 2023, NASDAQ approved the listing of Fortrea's common stock on the NASDAQ Stock Market. The record date of the transaction is June 20, 2023. The completion of the spin-off remains subject to customary closing conditions.

As of June 12, 2023, Fortrea’s common stock will begin on or around June 16, 2023, and will continue through the distribution date and anticipates that “regular-way” trading of Fortrea’s common stock will begin on July 3, 2023, the first trading day following the distribution date. Fortrea has priced an offering of $570 million of senior secured notes due 2030, bears interest at a rate of 7.500% per annum, payable semiannually in cash in arrears on January 1 and July 1 of each year, beginning January 1, 2024, and will mature on July 1, 2030. Fortrea intends to use the proceeds of the issuance of the Notes being offered by it to fund a portion of an expected approximately $1,605 million cash distribution to Labcorp as partial consideration for the assets that will be contributed to Fortrea in connection with the Spinoff and funding a portion of the fees and expenses related to this offering and the transactions related to the Spinoff. Labcorp intends to use these proceeds toward a $1.0 billion accelerated share repurchase program and paying down $300 million of debt maturing this year, with the remaining funds to be returned to shareholders through additional future share repurchases and/or cash dividends. The closing of the offering of the Notes is expected to occur on or about June 27, 2023, subject to customary closing conditions. The transaction is expected to close on June 30, 2023.

Barclays, Evercore Inc. (NYSE:EVR) and Goldman Sachs & Co. LLC acted as financial advisors and PETER E. IZANEC and ERIN S. DE LA MARE of Jones Day and Hogan Lovells US LLP acted as legal advisors to Laboratory Corporation. American Stock Transfer & Trust Company, LLC acted as a transfer agent.