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 Report (Date of earliest event reported) August 9, 2010
HENRY SCHEIN, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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0-27078
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11-3136595 |
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| (State or other jurisdiction of
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(Commission File Number)
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(IRS Employer Identification No.) |
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| 135 Duryea Road Melville, New York
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11747 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code (631) 843-5500
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions ( see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On August 9, 2010, Henry Schein, Inc. (the “Company”) entered into new $400 million private
placement shelf agreements with Prudential Investment Management, Inc. ($250 million) and New York
Life Insurance Company ($150 million). The facilities are uncommitted and will, subject to the
terms and conditions set forth, respectively, therein, allow the Company to issue senior promissory
notes to Prudential and/or New York Life at fixed rate economic terms to be agreed upon at the time
of issuance, from time to time during a three year issuance period until August 2013. Subject to
the right of the noteholders to receive certain equal and ratable collateral under certain
circumstances specified in the facilities, these notes will be unsecured. The term of each note
issuance will be selected by the Company and will range from five to 15 years (with an average life
no longer than 12 years). The proceeds of any issuance under the facilities will be used for
general corporate purposes, including working capital and capital expenditures, to refinance
existing indebtedness and/or to fund potential acquisitions. Each of the facilities contains
customary representations and warranties of the Company and either Prudential or New York Life, as
applicable. The facilities also contain customary events of default and certain covenants which
will limit the Company’s ability beyond agreed upon thresholds, to, among other things: (i) incur
additional debt (including a covenant which limits consolidated leverage to 3.5 times earnings
before interest, taxes, depreciation and amortization and certain other adjustments); (ii) incur
liens; (iii) make dispositions of assets; (iv) enter into transactions with affiliates; and (v)
merge, consolidate, transfer, sell or lease all or substantially all of the Company’s assets. These
covenants are subject to a number of important exceptions and qualifications set forth in the
facilities.
The description of the facilities in this Form 8-K is a summary and is qualified in its
entirety by the terms of each of the facilities. A copy of the Master Note Facility, dated as of
August 9, 2010, between the Company, and New York Life Investment Management LLC and each New York
Life affiliate which becomes party thereto, is attached hereto as Exhibit 4.1 and incorporated
herein by reference. A copy of the Private Shelf Agreement, dated as of August 9, 2010, between the
Company, and Prudential Investment Management, Inc. and each Prudential affiliate which becomes
party thereto, is attached hereto as Exhibit 4.2 and incorporated herein by reference.
Additionally, on August 9, 2010, as permitted by the Indenture dated as of August 9, 2004,
among the Company and the Bank of New York, as Trustee, the Company notified the Trustee that it is
calling its outstanding 3.00% convertible contingent notes due 2034 (the “Convertible Notes”) for
redemption on September 3, 2010 (the “Redemption Date”). The Indenture provides that any holder of
Convertible Notes called for redemption may elect to convert such notes into cash and shares of the
Company’s common stock at a rate specified in the Indenture. The Company expects to pay $240
million in cash and to issue approximately 780,000 shares of its common stock in connection with
redemption of the Convertible Notes. From and after the Redemption Date, the Convertible Notes
will no longer be outstanding.
Finally, on August 9, 2010, the Company entered into an amendment to its Credit Agreement
among the Company, the several lenders parties thereto, JPMorgan Chase Bank, N.A., as
administrative agent and HSBC Bank USA, N.A., The Bank of New York Mellon, and UniCredit Markets
and Investment Banking, acting through Bayerische Hypo- und Vereinsbank AG, New York Branch, as
co-syndication agents, dated as of September 5, 2008, as amended (the “Credit Agreement”). The
amendment revises the Credit Agreement to allow the Company to enter into permitted debt agreements
(including, without limitation, the Prudential and New York Life private placement facilities) that
contain negative pledge and certain other restrictions no more materially restrictive, taken as a
whole, than those contained in the Credit Agreement.