SECAUCUS, N.J., Aug. 15,
2024 /PRNewswire/ -- Quest Diagnostics
Incorporated (NYSE: DGX) (the "Company"), a leader in
diagnostic information services, today announced the pricing of a
public offering of $400 million
aggregate principal amount of its 4.600% senior notes due 2027 (the
"2027 notes"), $600 million aggregate
principal amount of its 4.625% senior notes due 2029 (the "2029
notes") and $850 million aggregate
principal amount of its 5.000% senior notes due 2034 (the "2034
notes," and together with the 2027 notes and the 2029 notes, the
"notes") under Quest Diagnostics' shelf registration
statement.
Quest Diagnostics expects to receive the net offering proceeds
upon closing on August 19, 2024,
subject to the satisfaction of customary closing conditions. The
Company intends to use the net proceeds from the offering to fund
the purchase price and related transaction costs of the Company's
previously announced acquisition of LifeLabs, Inc. and related
entities (the "LifeLabs Acquisition") and for general corporate
purposes, which may include the redemption or repayment of the
Company's $600 million aggregate
principal amount of 3.50% senior notes due 2025 ("3.50% senior
notes"), working capital, capital expenditures or acquisitions. The
2027 notes and the 2029 notes will be subject to a special
mandatory redemption at a price equal to 101% of the aggregate
principal amount of such series plus accrued and unpaid interest to
the redemption date if the LifeLabs Acquisition is not consummated.
The 2034 notes are not subject to the special mandatory redemption
and, as a result, will remain outstanding if the LifeLabs
Acquisition is not consummated.
In the event the Company is required to redeem the 2027 notes
and the 2029 notes pursuant to the special mandatory redemption,
the Company intends to use the net proceeds from the offering of
the 2034 notes for general corporate purposes, which may include
the redemption or repayment of the 3.50% senior notes, and the
possible payment of a termination fee in connection with the
LifeLabs Acquisition, and to fund a portion of the payment
resulting from the special mandatory redemption of the
2027 notes and the 2029 notes.
This press release shall not constitute an offer to sell or a
solicitation of an offer to purchase any of these securities and
shall not constitute an offer, solicitation or sale in any state or
jurisdiction in which such an offer, solicitation or sale would be
unlawful. This offering may be made only by means of a prospectus
supplement and accompanying base prospectus, copies of which or
information concerning this offering may be obtained by calling
J.P. Morgan Securities LLC collect at 1-212-834-4533; Morgan
Stanley & Co. LLC toll free at 1-866-718-1649; or Wells Fargo
Securities, LLC toll free at 800-645-3751.
About Quest Diagnostics
Quest Diagnostics works across
the healthcare ecosystem to create a healthier world, one life at a
time. We provide diagnostic insights from the results of our
laboratory testing to empower people, physicians and organizations
to take action to improve health outcomes. Derived from the world's
largest database of de-identifiable clinical lab results, Quest's
diagnostic insights reveal new avenues to identify and treat
disease, inspire healthy behaviors and improve healthcare
management. Quest Diagnostics annually serves one in three adult
Americans and half the physicians and hospitals in the United States, and our nearly 50,000
employees understand that, in the right hands and with the right
context, our diagnostic insights can inspire actions that transform
lives and create a healthier world.
The statements in this press release which are not historical
facts may be forward-looking statements. Readers are cautioned not
to place undue reliance on forward-looking statements, which speak
only as of the date that they are made and which reflect
management's current estimates, projections, expectations or
beliefs, including with regard to the consummation of the offering
of the notes and the LifeLabs Acquisition, and which involve risks
and uncertainties that could cause actual results and outcomes to
be materially different. Risks and uncertainties that may affect
the future results of the Company include, but are not limited to,
risks and uncertainties related to the LifeLabs Acquisition,
adverse results from pending or future government investigations,
lawsuits or private actions, the competitive environment, the
complexity of billing, reimbursement and revenue recognition for
clinical laboratory testing, changes in government regulations,
changing relationships with customers, payers, suppliers or
strategic partners and other factors discussed in the Company's
most recently filed Annual Report on Form 10-K and in any of the
Company's subsequently filed Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K, including those discussed in the
"Business," "Risk Factors," "Cautionary Factors that May Affect
Future Results" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" sections of those
reports.
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SOURCE Quest Diagnostics