M&A - HENRY SCHEIN INC

Form Type: DEFA14A

Filing Date: 2025-05-16

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525121687

Filing Summary: On May 16, 2025, Henry Schein, Inc. filed a Current Report on Form 8-K regarding the completion of a private placement of common stock which involves the issuance of 3,285,152 shares at a total price of $250 million. This share issuance is part of a Strategic Partnership Agreement with KKR Hawaii Aggregator L.P. Additionally, the same date marks the appointment of William K. 'Dan' Daniel to the board of directors and various committees, expanding the board's size to 16 members. The appointment was contingent on regulatory approvals which have now been satisfied. The new director is affiliated with KKR and brings extensive experience from prior positions. A press release was also issued on this date to announce the consummation of the investment and associated transactions.

Form Type: SCHEDULE 13D

Filing Date: 2025-03-17

Corporate Action: Acquisition

Type: Update

Accession Number: 000114036125009053

Filing Summary: On March 17, 2025, KKR Hawaii Aggregator L.P. and affiliates filed an updated Schedule 13D regarding their ownership of Henry Schein, Inc.'s common stock. The Reporting Persons have acquired a total of 12,016,714 shares of common stock, representing approximately 9.7% of the outstanding shares, primarily via investment partnerships. Notably, an acquisition of 11,628,344 shares was made from Tarheel Investors II L.P. on March 13, 2025, following a total return swap agreement at approximately $74.75 per share. In conjunction with these acquisitions, the Issuer entered a Strategic Partnership Agreement on January 29, 2025, to privately place 3,285,152 shares for $250 million, while also agreeing to appoint two designees from KKR to its Board of Directors. The document outlines the beneficial ownership and the intended strategic discussions regarding future actions related to the company's direction and stock management.