UNITED STATES

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

Date of Report (Date of earliest event reported): February 5, 2021

ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC

(Exact name of registrant as specified in charter)

Registrant’s telephone number, including area code: (908) 218-8000

Not Applicable

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

On February 9, 2021, Ortho Clinical Diagnostics Holdings plc (the “Company”) announced that certain of its subsidiaries, Barclays Bank PLC, as administrative agent and collateral agent, and the other financial institutions party thereto entered into the Fifth Amendment to Credit Agreement, dated as of February 5, 2021 (“Amendment No. 5”), amending the Credit Agreement, dated as of June 30, 2014 (as amended and supplemented, the “Credit Agreement”).

Amendment No. 5 increases the revolving credit facility under the Credit Agreement by $150 million to an aggregate amount of $500 million and extends the maturity date to February 26, 2026, provided that such date may be accelerated subject to certain circumstances as set forth in Amendment No. 5. All other terms of the Credit Agreement will remain substantially the same except as otherwise amended by Amendment No. 5.

A copy of Amendment No. 5 is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The foregoing description of Amendment No. 5 does not purport to be complete and is subject to, and qualified in its entirety by, the full text of Amendment No. 5.

Attached as Exhibit 99.1 to this Current Report on Form 8-K is a press release announcing the entry into Amendment No. 5.

The information furnished under this Item 7.01, including the exhibit related thereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such document.

(d) Exhibits.

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.