Attached files
file | filename |
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EX-1.1 - EX-1.1 - MEDCO HEALTH SOLUTIONS INC | y86530exv1w1.htm |
EX-8.1 - EX-8.1 - MEDCO HEALTH SOLUTIONS INC | y86530exv8w1.htm |
EX-99.1 - EX-99.1 - MEDCO HEALTH SOLUTIONS INC | y86530exv99w1.htm |
EX-12.1 - EX-12.1 - MEDCO HEALTH SOLUTIONS INC | y86530exv12w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 7, 2010
MEDCO HEALTH SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
(State or other jurisdiction of incorporation)
1-31312 | 22-3461740 | |
(Commission File Number) | (I.R.S. Employer Identification No.) |
100 Parsons Pond Drive, Franklin Lakes, NJ | 07417 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: 201-269-3400
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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events.
On September 7, 2010, Medco Health Solutions, Inc. (Medco) entered into an Underwriting
Agreement (the Underwriting Agreement) with the underwriters named therein pursuant to which Medco
has agreed to issue $500,000,000
aggregate principal amount of 2.750% Notes due 2015 (the 2015 Notes) and $500,000,000 aggregate
principal amount of 4.125% Notes due 2020 (the 2020 Notes, and together with the 2015 Notes, the
Notes), upon the terms and conditions set forth in the
Underwriting Agreement. The Notes will be governed by the terms
of an Indenture between Medco and U.S. Bank Trust National Association, as Trustee, dated as of
March 18, 2008 (the Indenture). Medco intends to use the net proceeds from the sale of the Notes
for general corporate purposes, including repayment of borrowings under Medcos senior unsecured
revolving credit facility, which may include borrowings used to fund Medcos acquisition of United
BioSource Corporation, which was described in Medcos prospectus supplement filed with the SEC on
September 9, 2010.
Interest
on the 2015 Notes will accrue from September 10, 2010 at the rate of 2.750% per year,
and interest on the 2020 Notes will accrue from September 10, 2010 at the rate of 4.125% per
year. Interest on the Notes will be payable semi-annually on March 15 and September 15 of each
year, commencing March 15, 2011. The 2015 Notes will mature on
September 15, 2015, and the 2020
Notes will mature on September 15, 2020. The Notes are senior unsecured debt obligations of Medco
and will rank equally in right of payment among themselves and with all of Medcos other present
and future senior unsecured indebtedness.
The Notes have been registered under the Securities Act of 1933 pursuant to a
Registration Statement on Form S-3 (No. 333-149655) previously filed
with the Commission by Medco under that Act. A copy of the Underwriting Agreement is filed as an
exhibit hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Medco hereby files the following exhibits to, and incorporates such exhibits by reference in,
the Registration Statement which was filed on March 12, 2008 and supplemented by the Prospectus
Supplement dated September 7, 2010, or otherwise pursuant to requirements of Form 8-K:
1.1
|
Underwriting Agreement, dated September 7, 2010 | |
8.1
|
Opinion of Sullivan & Cromwell LLP | |
12.1
|
Statement regarding computation of the ratio of earnings to fixed charges | |
23.1
|
Consent of Sullivan & Cromwell LLP (included in Exhibit 8.1) | |
99.1
|
Information relating to Item 14 of the Registration Statement |
SIGNATURES
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.
MEDCO HEALTH SOLUTIONS, INC. |
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Date: September 9, 2010 | By: | /s/ Thomas M. Moriarty | ||
Thomas M. Moriarty | ||||
General Counsel, Secretary and
Senior Vice President |
EXHIBIT INDEX
Exhibit No. | Description | |||
1.1 | Underwriting Agreement, dated September 7, 2008 |
|||
8.1 | Opinion of Sullivan & Cromwell LLP |
|||
12.1 | Statement regarding computation of the ratio of earnings to fixed charges |
|||
23.1 | Consent of Sullivan & Cromwell LLP (included in Exhibit 8.1) |
|||
99.1 | Information relating to Item 14 of the Registration Statement |