Labcorp Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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Medical Specialities
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(Date of earliest event reported)
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| Item 1.01 | Entry into a Material Definitive Agreement. | ||||
On January 31, 2025, Labcorp Holdings Inc. (the “Company”) amended its receivables purchase agreement (as amended, the “Receivables Purchase Agreement”) by entering into the First Amendment to the Receivables Purchase Agreement (the “RPA Amendment”), among Labcorp Receivables LLC (“Labcorp Receivables”), Laboratory Corporation of America Holdings, PNC Bank, National Association, as administrative agent and the other parties party thereto and acknowledged and agreed by the Company. Pursuant to the RPA Amendment, among other things, (i) the facility limit was increased from $300 million to $700 million, (ii) The Toronto-Dominion Bank was joined to the Receivables Purchase Agreement as a committed purchaser with a scheduled commitment termination date of January 30, 2026 (for the avoidance of doubt, no change was made to the scheduled commitment termination date of August 23, 2027 for all other committed purchasers) and (iii) MUFG Bank Ltd. and certain of its related conduit purchasers (the “Related MUFG Conduit Purchasers”) were joined to the Receivables Purchase Agreement as purchasers and the loans or investments of such Related MUFG Conduit Purchasers may accrue interest at a rate equal to the CP Rate (as defined in the Receivables Purchase Agreement) plus an applicable margin (for the avoidance of doubt, no change was made to the interest rate of all other purchasers which is equal to a daily SOFR rate or term SOFR rate plus 0.10% SOFR adjustment or a base rate, in each case, plus an applicable margin ).
Labcorp Receivables is a separate legal entity with its own separate creditors who will be entitled to access Labcorp Receivables assets before the assets become available to the Company. Accordingly, Labcorp Receivables assets are not available to pay creditors of the Company or any of its subsidiaries (other than Labcorp Receivables), although collections from the receivables in excess of amounts required to repay the Purchasers and other creditors of Labcorp Receivables may be remitted to the Company.
The foregoing descriptions of the RPA Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the RPA Amendment, a copy of which is filed herewith as Exhibit 10.1 and the terms of which are incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. | ||||
The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits. | |||||||
| Exhibit | Exhibit Name | |||||||
| Exhibit 10.1 | ||||||||
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
LABCORP HOLDINGS INC.
Registrant
| Date: January 31, 2025 | By: | /s/ SANDRA VAN DER VAART | ||||||
| Sandra van der Vaart | ||||||||
| Executive Vice President, Chief Legal Officer and Corporate Secretary | ||||||||