Item 8.01 Other Events.
On October 22, 2021, Option Care Health, Inc. ("Option Care Health" or the
"Company") issued a press release announcing the pricing of its offering of $500
million in aggregate principal amount of 4.375% senior notes due 2029 (the
"Notes") at an issue price of 100.000% (the "Offering"). Concurrently with the
Offering, the Company priced its $600 million aggregate principal amount of
amended and restated term loan B facility (the "New First Lien Term Loan
Facility").
The Notes will be general senior unsecured obligations of the Company and will
be guaranteed on a senior unsecured basis by each of the Company's wholly owned
existing and future domestic restricted subsidiaries that incurs or guarantees
debt under the Company's New First Lien Term Loan Facility.
The Notes will be sold to the initial purchasers thereof pursuant to the
purchase agreement, dated October 22, 2021 (the "Purchase Agreement"), among the
Company, the guarantors named therein and BofA Securities, Inc., as
representative of the several initial purchasers named therein. The foregoing
description is qualified in its entirety by the terms of the Purchase Agreement,
which is attached to this Current Report on Form 8-K (this "Report") as Exhibit
10.1 and is incorporated herein by reference.
The Offering is expected to close on or about October 27, 2021, subject to
customary closing conditions. The Company intends to use the proceeds from the
Offering, together with the New First Lien Term Loan Facility and cash on hand,
to refinance borrowings outstanding under its existing first lien term loan B
facility, and to pay fees and expenses in connection therewith and with the
Offering.
A copy of this press release is attached to this Report as Exhibit 99.1 and is
incorporated herein by reference.
The Notes and related guarantees are being offered only to persons reasonably
believed to be qualified institutional buyers in reliance on Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), and outside the
United States, only to non-U.S. persons pursuant to Regulation S. The Notes and
related guarantees will not be registered under the Securities Act or any state
securities laws and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and applicable state laws.
Neither this Report nor the press release attached hereto as Exhibit 99.1 shall
constitute an offer to sell or a solicitation of an offer to buy the securities
described above, and neither this Report nor the press release attached hereto
as Exhibit 99.1 shall constitute an offer, solicitation or sale in any
jurisdiction in which such an offer, solicitation or sale would be unlawful.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description of Exhibits
10.1 Purchase Agreement, dated October 22, 2021
99.1 Press Release, dated October 22, 2021
104 The cover page from this Current Report on Form 8-K, formatted in
Inline XBRL.
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