MADISON, N.J., March 5, 2015 /PRNewswire/ -- Quest
Diagnostics Incorporated (NYSE: DGX), the world's leading provider
of diagnostic information services, announced today that it is
amending the terms of its cash tender offers (each, an "Offer" and,
collectively, the "Offers") to purchase up to $250 million combined aggregate principal amount
(the "Maximum Tender Amount") of its 6.950% Senior Notes due 2037
(the "2037 Notes") and 5.750% Senior Notes due 2040 (the "2040
Notes" and, together with the 2037 Notes, the "Notes").
Quest Diagnostics is amending the price that it is offering for
the Notes by changing the Fixed Spread used to calculate the
applicable consideration from, in the case of the 2037 Notes, 195
basis points to 185 basis points and, in the case of the 2040
Notes, 185 basis points to 175 basis points.
The amended terms and conditions of the Offers are described in
the amended Offers to Purchase, dated March
5, 2015 (the "Offers to Purchase"), and the related Letter
of Transmittal.
The following table summarizes the amended terms material to the
determination of the total consideration to be received in the
Offers:
Title of
Security
|
CUSIP
No.
|
Outstanding
Principal
Amount
|
Acceptance
Priority Level
|
Reference U.S.
Treasury Security
|
Bloomberg
Reference Page(1)
|
Fixed Spread
(basis points)
|
Early Tender
Premium(2)
|
6.950% Senior Notes
due 2037
|
74834L AN0
|
$425,000,000
|
1
|
3% U.S. Treasury
Notes due November 15, 2044
|
FIT1
|
185
|
$50.00
|
5.750% Senior Notes
due 2040
|
74834L AQ3
|
$450,000,000
|
2
|
3% U.S. Treasury
Notes due November 15, 2044
|
FIT1
|
175
|
$50.00
|
|
(1) The applicable
page on Bloomberg from which the Dealer Manager will quote the
bid-side prices of the applicable Reference U.S. Treasury
Security.
|
(2) Per $1,000
principal amount of Notes that are accepted for
purchase.
|
Except for the amendment described above, the following terms of
the Offers have not changed. Each Offer will expire at 11:59 p.m., New York
City time, on April 1, 2015,
unless extended or earlier terminated as described in the Offers to
Purchase (such date and time, as they may be extended, the
"Expiration Date"). Holders of Notes must validly tender their
Notes and not validly withdraw their Notes at or prior to
11:59 p.m., New York City time, on March 18, 2015, unless extended as described in
the Offers to Purchase (such date and time, as they may be
extended, the "Early Tender Date"), to be eligible to receive the
"Total Offer Consideration" (as defined in the Offers to Purchase),
which includes an "Early Tender Premium" of $50 per $1,000
principal amount of Notes that are accepted for purchase. Holders
of Notes who validly tender their Notes after the Early Tender
Date, but at or prior to the Expiration Date, will be eligible to
receive only the "Base Offer Consideration" (as defined in the
Offers to Purchase) per $1,000
principal amount of Notes that are accepted for purchase, which is
equal to the applicable Total Offer Consideration minus the Early
Tender Premium. In addition, accrued and unpaid interest up to, but
not including, the applicable settlement date will be payable in
cash on all validly tendered and accepted Notes.
Either series of the Notes accepted for purchase in accordance
with the terms and conditions of the Offers may be subject to
proration so that the Company will only accept for purchase Notes
with an aggregate principal amount of up to the Maximum Tender
Amount. All Notes that are validly tendered for purchase prior to
the Early Tender Date will have priority over any Notes that are
validly tendered for purchase after the Early Tender Date.
Accordingly, if the aggregate purchase price for Notes validly
tendered for purchase prior to the Early Tender Date equals or
exceeds the Maximum Tender Amount, no Notes tendered for purchase
after the Early Tender Date will be accepted for purchase (even if
they are Acceptance Priority Level 1).
Validly tendered Notes may be validly withdrawn at any time at
or prior to 11:59 P.M., New York City time, on March 18, 2015 unless extended by us (such date
and time, as the same may be extended with respect to an Offer, the
"Withdrawal Deadline"), but not thereafter. Notes tendered after
the Withdrawal Deadline may not be withdrawn.
The Offers are subject to the satisfaction or waiver of certain
conditions as set forth in the Offers to Purchase. Subject to the
satisfaction or waiver of such conditions, Quest Diagnostics will
accept for payment, following the Early Tender Date, all Notes
validly tendered at or prior to the Early Tender Date, subject to
the acceptance priority levels and the Maximum Tender Amount as
described in the Offers to Purchase. Payment for such Notes so
accepted is anticipated to be made on or about March 19, 2015. For any Notes validly tendered
and accepted after the Early Tender Date but at or prior to the
Expiration Date, subject to the acceptance priority levels and the
Maximum Tender Amount as described in the Offers to Purchase, the
settlement date is expected to occur following the Expiration Date
and is anticipated to be on or about April
2, 2015.
Quest Diagnostics has retained J.P. Morgan Securities LLC to
serve as the dealer manager for the Offers and has retained D.F.
King & Co., Inc. to serve as the tender agent and information
agent for the Offers. Requests for documents may be directed to
D.F. King & Co., Inc. by telephone at 1-800-814-9324 or in
writing at D.F. King & Co., Inc., 48 Wall Street, 22nd Floor,
New York, New York 10005,
Attention: Krystal Scrudato.
Questions regarding the Offers may be directed to J.P. Morgan
Securities LLC at 1-800-834-4666 (toll-free) or collect (212)
834-4811.
This press release is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
the Notes. The Offers are being made solely by means of the Offers
to Purchase and related Letter of Transmittal. In those
jurisdictions where the securities, blue sky or other laws require
any tender offer to be made by a licensed broker or dealer, the
Offers will be deemed to be made on behalf of Quest Diagnostics by
the dealer manager or one or more registered brokers or dealers
licensed under the laws of such jurisdiction.
About Quest Diagnostics
Quest Diagnostics is the world's leading provider of diagnostic
information services needed to make better healthcare decisions.
The company offers the broadest access to diagnostic testing
services through its network of laboratories and patient service
centers, and provides interpretive consultation through its
extensive medical and scientific staff. Quest Diagnostics is a
pioneer in developing innovative diagnostic tests and advanced
healthcare information technology solutions that help improve
patient care. Additional company information is available at
QuestDiagnostics.com. Follow us at Facebook.com/QuestDiagnostics
and Twitter.com/QuestDX. The information contained on, or that may
be accessed through, our website or our social media pages is not
incorporated by reference into, and is not a part of, this press
release.
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 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, adverse results from pending or
future government investigations, lawsuits or private actions, the
competitive environment, changes in government regulations,
changing relationships with customers, payers, suppliers or
strategic partners and other factors discussed in "Business," "Risk
Factors," "Cautionary Factors that May Affect Future Results,"
"Legal Proceedings," "Management's Discussion and Analysis of
Financial Condition and Results of Operations," and "Quantitative
and Qualitative Disclosures About Market Risk" in the company's
2014 Annual Report on Form 10-K and the company's 2015 Current
Reports on Form 8-K.
Contacts: Dan Haemmerle
(investors) at 973-520-2900 and Dennis
Moynihan (media) at 973-520-2800.
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SOURCE Quest Diagnostics Incorporated