HENRY SCHEIN, INC. (NASDAQ:HSIC) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On September15, 2017, Henry Schein, Inc. (the “Company”) amended and restated its Private Shelf Agreement, dated as of August9, 2010, by and among the Company, PGIM, Inc. (“Prudential”) and each Prudential affiliate which becomes party thereto, to, among other things, extend the outside date for the issuance period to September15, 2020 (the “Amended and Restated Prudential Facility”). As of the date hereof, notes in the aggregate principal amount of $250,000,000 have been issued under the Amended and Restated Prudential Facility.
The foregoing description of the Amended and Restated Prudential Facility in this Form 8-K is not complete and is qualified in its entirety by the actual terms of the Amended and Restated Prudential Facility, a copy of which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
Additionally, on September15, 2017, the Company amended and restated its Master Note Facility, dated as of August9, 2010, by and among the Company, NYL Investors LLC (as successor in interest to New York Life Investment Management LLC) (“New York Life”) and each New York Life affiliate which becomes party thereto, to, among other things, increase the aggregate principal amount of notes available under the facility from $275,000,000 to $300,000,000 and to extend the outside date for the issuance period to September15, 2020 (the “Amended and Restated New York Life Facility”). As of the date hereof, notes in the aggregate principal amount of approximately $235,700,000 have been issued under the Amended and Restated New York Life Facility.
The foregoing description of the Amended and Restated New York Life Facility in this Form 8-K is not complete and is qualified in its entirety by the actual terms of the Amended and Restated New York Life Facility, a copy of which is attached hereto as Exhibit 4.2 and is incorporated herein by reference.
Further, on September15, 2017, the Company amended and restated its Master Note Purchase Agreement, dated as of April27, 2012, by and among the Company, Metropolitan Life Insurance Company (“MLIC”), MetLife Investment Advisors Company, LLC (“MLIAC,” and together with MLIC, “MetLife”) and each other MetLife affiliate which becomes party thereto, to, among other things, extend the outside date for the issuance period to September15, 2020 (the “Amended and Restated MetLife Facility”). As of the date hereof, notes in the aggregate principal amount of $50,000,000 have been issued under the Amended and Restated MetLife Facility.
The foregoing description of the Amended and Restated MetLife Facility in this Form 8-K is not complete and is qualified in its entirety by the actual terms of the Amended and Restated MetLife Facility, a copy of which is attached hereto as Exhibit 4.3 and is incorporated herein by reference.
Item 1.01 Financial Statements and Exhibits.
(d) Exhibits
| 4.1 | Amended and Restated Private Shelf Agreement dated September15, 2017, by and among the Company, PGIM, Inc. and each Prudential affiliate which becomes party thereto. |
| 4.2 | Amended and Restated Master Note Facility dated September15, 2017, by and among the Company, NYL Investors LLC and each New York Life affiliate which becomes party thereto. |
| 4.3 | Amended and Restated Master Note Purchase Agreement dated September15, 2017, by and among the Company, Metropolitan Life Insurance Company, MetLife Investment Advisors Company, LLC and each MetLife affiliate which becomes party thereto. |
EXHIBIT INDEX
|
ExhibitNo. |
Description |
| 4.1 | Amended and Restated Private Shelf Agreement dated September15, 2017, by and among the Company, PGIM, Inc. and each Prudential affiliate which becomes party thereto. |
| 4.2 | Amended and Restated Master Note Facility dated September15, 2017, by and among the Company, NYL Investors LLC and each New York Life affiliate which becomes party thereto. |
| 4.3 | Amended and Restated Master Note Purchase Agreement dated September 15, 2017, by and among the Company, Metropolitan Life Insurance Company, MetLife Investment Advisors Company, LLC and each MetLife affiliate which becomes party thereto. |
HENRY SCHEIN INC ExhibitEX-4.1 2 d451923dex41.htm EX-4.1 EX-4.1 EXHIBIT 4.1 EXECUTION VERSION HENRY SCHEIN,…To view the full exhibit click here
About HENRY SCHEIN, INC. (NASDAQ:HSIC)
Henry Schein, Inc. is a provider of health care products and services to office-based dental, animal health and medical practitioners. The Company’s segments include healthcare distribution, and technology and value-added services. The healthcare distribution segment aggregates its global dental, animal health and medical operating segments. This segment distributes consumable products, equipment, pharmaceuticals, infection-control products and vitamins. Its global dental group serves office-based dental practitioners, schools and other institutions. The technology and value-added services segment group provides software, technology and other value-added services to health care practitioners. Its technology group offerings include practice management software systems for dental and medical practitioners and animal health clinics. Its value-added practice solutions include financial services on a non-recourse basis, e-services, as well as education services for practitioners.