Owens & Minor, Inc. (NYSE:OMI) Files An 8-K Other Events

ME Staff 8-k
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Owens & Minor, Inc. (NYSE:OMI) Files An 8-K Other Events

Owens & Minor, Inc. (NYSE:OMI) Files An 8-K Other Events
Item 8.01

On May 21, 2020, Owens & Minor, Inc., a Virginia corporation (the “Company”) entered into an equity distribution agreement (the “Equity Distribution Agreement”) with Citigroup Global Markets Inc. (the “Manager”), to which the Company may offer and sell, from time to time, through the Manager, shares of the Company’s common stock, par value $2.00 per share, having an aggregate offering price of up to $50.0 million (the “Shares”). Any Shares sold under the Equity Distribution Agreement will be issued to the Company’s registration statement on Form S-3 (File No. 333- 238068), filed with the Securities and Exchange Commission (“SEC”) on May 7, 2020, and effective as of May 20, 2020, the base prospectus filed as part of such registration statement and the prospectus supplement, dated May 21, 2020, filed by the Company with the SEC.

The Company is not obligated to sell any Shares under the Equity Distribution Agreement. Subject to the terms and conditions of the Equity Distribution Agreement, the Manager will use commercially reasonable efforts consistent with its normal trading and sales practices to sell Shares from time to time based upon the Company’s instructions, including the maximum amount of Shares to be issued on a daily basis or otherwise as agreed with the Manager, and the minimum price per share at which such Shares may be sold. Subject to the terms and conditions of the Equity Distribution Agreement, sales of the Shares may be made at market prices in transactions that are deemed to be “at the market offerings,” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, including sales made directly on or through the New York Stock Exchange (the “NYSE”), the existing trading market for our common stock. The Manager will not engage in any prohibited stabilizing transactions with respect to the Company’s common stock. The Manager’s obligation to sell Shares under the Equity Distribution Agreement is subject to satisfaction of certain customary closing conditions for transactions of this nature.

The Company will pay the Manager a commission of up to 2.75% of the gross sales price of the Shares, except as otherwise agreed, sold under the terms of the Equity Distribution Agreement. The Company has agreed to provide the Manager with customary indemnification and contribution rights. The Company has also agreed to reimburse the Manager for legal fees, up to a maximum amount of $100,000, in connection with establishing the “at-the-market” program.

The Equity Distribution Agreement may be terminated by the Manager or the Company at any time upon notice to the other party, or by the Manager at any time in certain circumstances, including any suspension or limitation on the trading of the Company’s common stock on the NYSE.

The foregoing description is qualified in its entirety by reference to the form of Equity Distribution Agreement, which is filed as Exhibit 1.1 to this Current Report and is incorporated herein by reference.

Hunton Andrews Kurth LLP has issued an opinion, dated May 21, 2020, to the Company regarding certain legal matters with respect to the at-the-market offering, a copy of which is filed as Exhibit 5.1 hereto.

This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy any Shares under the Equity Distribution Agreement, nor shall there be any sale of such Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

(d) Exhibits.

1.1    Form of Equity Distribution Agreement
5.1    Opinion of Hunton Andrews Kurth LLP
23.1    Consent of Hunton Andrews Kurth LLP (contained in the opinion filed as Exhibit 5.1 hereto)

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OWENS & MINOR INC/VA/ Exhibit
EX-1.1 2 d833467dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 Owens & Minor,…
To view the full exhibit click here

About Owens & Minor, Inc. (NYSE:OMI)

Owens & Minor, Inc. is a global healthcare services company. The Company provides supply chain assistance to the providers of healthcare services and the manufacturers of healthcare products, supplies and devices in the United States and Europe. The Company operates in two segments: Domestic and International. The Domestic segment includes all functions relating to its role as a medical supply logistics company providing distribution; kitting, including Medical Action Industries Inc., and logistics services to healthcare providers and manufacturers in the United States. The International segment consists of Movianto Group and ArcRoyal. The Company serves customers with a service portfolio that covers procurement, inventory management, delivery and sourcing for the healthcare market. With fully developed networks in the United States and Europe, it serves hospitals, integrated healthcare systems, group purchasing organizations, the United States federal government and pharmaceuticals.