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8-K - FORM 8-K - HENRY SCHEIN INC | y86032e8vk.htm |
EX-4.2 - EX-4.2 - HENRY SCHEIN INC | y86032exv4w2.htm |
EX-4.1 - EX-4.1 - HENRY SCHEIN INC | y86032exv4w1.htm |
Exhibit 99.1
FOR IMMEDIATE RELEASE
HENRY SCHEIN ENTERS INTO $400 MILLION
OF PRIVATE PLACEMENT SHELF FACILITIES;
CALLS CONVERTIBLE NOTES
OF PRIVATE PLACEMENT SHELF FACILITIES;
CALLS CONVERTIBLE NOTES
MELVILLE, N.Y. August 10, 2010 Henry Schein, Inc. (NASDAQ: HSIC), the largest provider of
health care products and services to office-based practitioners, today announced that it has
entered into new $400 million private placement shelf facilities with two insurance companies.
These shelf facilities are uncommitted and will, subject to the terms and conditions set
forth, respectively, therein, allow the Company to issue senior promissory notes to the lenders 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. The term of each possible issuance will be selected
by Henry Schein and will range from five to 15 years (with an average life no longer than 12
years). The proceeds of any issuances 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.
Additionally, on August 9, 2010, in accordance with the Indenture dated as of August 9, 2004,
Henry Schein has notified the Trustee that the Company 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 Henry Schein common stock at a
rate specified in the Indenture.
Henry Schein expects to pay $240 million in cash and to issue approximately 780,000 shares of
its common stock in connection with its redemption of the Convertible Notes. From and after the
Redemption Date, the Convertible Notes will no longer be outstanding.
These shelf facilities provide us with attractive terms and financing rates, and additional
flexibility in financing corporate initiatives as well as managing our long-term capital
structure, said Steven Paladino, Executive Vice President and Chief Financial Officer. Redeeming
the Convertible Notes will eliminate one of the more expensive sources of capital we have, and will
avoid the potential for future dilution on our earnings per share.
-more-
Page 2
About Henry Schein
Henry Schein, a Fortune 500® company and a member of the NASDAQ 100® Index, is recognized for
its excellent customer service and highly competitive prices. The Companys five businesses
North American Dental, North American Medical, North American Animal Health, International and
Technology serve more than 600,000 customers worldwide, including dental practitioners and
laboratories, physician practices and animal health clinics, as well as government and other
institutions. The Company operates through a centralized and automated distribution network, which
provides customers in more than 200 countries with a comprehensive selection of more than 90,000
national and Henry Schein private-brand products in stock, as well as more than 100,000 additional
products available as special-order items. Henry Schein also provides exclusive, innovative
technology offerings for dental, medical and veterinary professionals, including value-added
practice management software and electronic health record solutions.
Headquartered in Melville, N.Y., Henry Schein employs more than 13,500 people and has
operations or affiliates in 23 countries. The Companys net sales reached a record $6.5 billion in
2009. For more information, visit the Henry Schein Web site at www.henryschein.com.
In accordance with the Safe Harbor provisions of the Private Securities Litigation Reform Act
of 1995, we provide the following cautionary remarks regarding important factors that, among
others, could cause future results to differ materially from the forward-looking statements,
expectations and assumptions expressed or implied herein. All forward-looking statements made by
us are subject to risks and uncertainties and are not guarantees of future performance. These
forward-looking statements involve known and unknown risks, uncertainties and other factors that
may cause our actual results, performance and achievements or industry results to be materially
different from any future results, performance or achievements expressed or implied by such
forward-looking statements. These statements are identified by the use of such terms as may,
could, expect, intend, believe, plan, estimate, forecast, project, anticipate or
other comparable terms. A full discussion of our operations and financial condition, including
factors that may affect our business and future prospects, is contained in documents we have filed
with the SEC and will be contained in all subsequent periodic filings we make with the SEC. These
documents identify in detail important risk factors that could cause our actual performance to
differ materially from current expectations.
Risk factors and uncertainties that could cause actual results to differ materially from
current and historical results include, but are not limited to: decreased customer demand and
changes in vendor credit terms; disruptions in financial markets; general economic conditions;
effects of a highly competitive market; changes in the healthcare industry; changes in regulatory
requirements; risks from expansion of customer purchasing power and multi-tiered costing
structures; risks associated with our international operations; fluctuations in quarterly earnings;
our dependence on third parties for the manufacture and supply of our products; transitional
challenges associated with acquisitions, including the failure to achieve anticipated synergies;
financial risks associated with acquisitions; regulatory and litigation risks; the dependence on
our continued product development, technical support and successful marketing in the technology
segment; risks from disruption to our information systems; our dependence upon sales personnel,
manufacturers and customers; our dependence on our senior management; possible increases in the
cost of shipping our products or other service issues with our third-party shippers; risks from
rapid technological change; possible volatility of the market price of our common stock; certain
provisions in our governing documents that may discourage third-party acquisitions of us; and
changes in tax legislation. The order in which these factors appear should not be construed to
indicate their relative importance or priority.
We caution that these factors may not be exhaustive and that many of these factors are beyond
our ability to control or predict. Accordingly, any forward-looking statements contained herein
should not be relied upon as a prediction of actual results. We undertake no duty and have no
obligation to update forward-looking statements.
-more-
Page 3
CONTACTS:
|
Investors: Steven Paladino | |
Executive Vice President and Chief Financial Officer | ||
steven.paladino@henryschein.com | ||
(631) 843-5500 | ||
Media: Susan Vassallo | ||
Vice President, Corporate Communications | ||
susan.vassallo@henryschein.com | ||
(631) 843-5562 |
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