Item 8.01. Other Events.


Equity Offering

On October 6, 2020, Owens & Minor, Inc. (the "Company") completed its previously announced underwritten public offering of 8,475,000 shares of its common stock (the "Offering"), pursuant to an Underwriting Agreement (the "Underwriting Agreement"), dated October 1, 2020, among the Company and Citigroup Global Markets Inc., BofA Securities, Inc. and J.P. Morgan Securities LLC as representatives of the several underwriters listed in Schedule II thereto (the "Underwriters"). Pursuant to the Underwriting Agreement, the Company granted the Underwriters an option to purchase up to an additional 1,271,250 shares of Company's common stock, which the Underwriters exercised in full. The Underwriting Agreement contains customary representations, warranties, covenants and indemnification obligations of the Company and the Underwriters, as well as customary termination and other provisions.

The Offering was made pursuant to a prospectus supplement, dated October 1, 2020 ("Prospectus Supplement", and filed with the Securities and Exchange Commission (the "SEC") on October 5, 2020, and the base prospectus, dated May 7, 2020, filed as part of the Company's shelf registration statement Form S-3 (File No. 333-238068) filed with the SEC on May 7, 2020 and declared effective by the SEC under the Securities Act of 1933, as amended (the "Securities Act") on May 20, 2020.

The Company intends to use all or substantially all of the net proceeds from the Offering to partially repay its Term A Loans (as defined in the Prospectus Supplement) and use any remaining proceeds for general corporate purposes.

The foregoing summary of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.



Exhibit
  No.       Description of Exhibit

 1.1          Underwriting Agreement, dated October 1, 2020, among Owens & Minor,
            Inc. and Citigroup Global Markets Inc., BofA Securities, Inc. and J.P.
            Morgan Securities LLC as representatives of the several underwriters
            listed in Schedule II thereto.

 5.1          Opinion of Hunton Andrews Kurth LLP.

23.1          Consent of Hunton Andrews Kurth LLP (included in Exhibit 5.1).

104         The cover page from this Current Report on Form 8-K, formatted in
            Inline XBRL.




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