UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Item 8.01 Other Events
On December 9, 2019, Quest Diagnostics Incorporated (the “Company”) issued a press release announcing the pricing of a public offering of $800 million aggregate principal amount of its 2.950% senior notes due 2030 (the “Notes”) under the Company’s shelf registration statement.
The Company expects to receive the net offering proceeds upon closing on December 16, 2019, subject to customary closing conditions. The Company intends to use the net proceeds from the offering to repay at maturity or redeem its 4.750% senior notes due 2020 and 2.500% senior notes due 2020 and for general corporate purposes. This Current Report on Form 8-K is not a notice of redemption. Any notice of redemption will be made in accordance with the applicable provisions of the indenture governing such notes. A copy of the press release, dated December 9, 2019, is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference into this Current Report on Form 8-K.
In connection with the offering of the Notes, on December 9, 2019, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC on behalf of themselves and the other underwriters named therein. The Underwriting Agreement is attached to this Current Report on Form 8-K as Exhibit 1.1 and is incorporated by reference into this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
| Exhibit | Description | |
| 1.1 | Underwriting Agreement, dated December 9, 2019. | |
| 99.1 | Press Release issued by the Company, dated December 9, 2019, announcing pricing of notes. | |
| 104 | The cover page from this current report on Form 8-K, formatted in Inline XBRL. |
Signature
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.
December 12, 2019
QUEST DIAGNOSTICS INCORPORATED
| By: | /s/ William J. O’Shaughnessy, Jr. | |
| William J. O’Shaughnessy, Jr. | ||
| Deputy General Counsel and Corporate Secretary |