M&A - OWENS & MINOR INC/VA/

Form Type: 8-K

Filing Date: 2025-04-04

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525073544

Filing Summary: On April 4, 2025, Owens & Minor, Inc. completed a private offering of $1 billion in senior secured notes due 2030 to finance the proposed acquisition of Rotech Healthcare Holdings Inc. The offering was exempt from registration under the Securities Act. The proceeds from the notes will be held in an escrow account until the acquisition is completed. The new notes will bear an interest rate of 10.000% per annum, payable semi-annually, and are secured by a first-priority lien on the escrow account prior to the acquisition. Upon the acquisition's completion, they will be secured by a lien on all assets subject to certain exceptions. Failure to consummate the acquisition by October 6, 2025, will trigger a special mandatory redemption of the notes. The document outlines the terms, covenants, and conditions of the new notes, including events of default and options for redemption by the company.

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Form Type: 8-K

Filing Date: 2025-04-02

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525071448

Filing Summary: On April 2, 2025, Owens & Minor, Inc. announced the pricing of its offering of $1,000,000,000 aggregate principal amount of 10.000% Senior Secured Notes due 2030 as part of the financing for its proposed acquisition of Rotech Healthcare Holdings Inc. The offering is directed to qualified institutional buyers in the U.S. and to certain non-U.S. persons outside the U.S. The gross proceeds will be placed in an escrow account until the acquisition is consummated. The success of the offering is not dependent on the completion of the acquisition, which is subject to customary closing conditions. Net proceeds will also be used for working capital and general corporate purposes. The company highlighted the risks related to the acquisition and its impact on relationships with customers and suppliers, as well as the integration process.

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Form Type: 10-K

Filing Date: 2025-02-28

Corporate Action: Acquisition

Type: Update

Accession Number: 000155837025001940

Filing Summary: On February 28, 2025, Owens & Minor announced that it is actively engaged in discussions regarding the potential sale of its Products & Healthcare Services segment. There is no established timetable for the sale, and completion of a transaction is not guaranteed. In addition, the company entered into an Agreement and Plan of Merger to acquire Rotech Healthcare Holdings Inc. for $1.36 billion in cash, anticipating tax benefits of around $40 million, which brings the net purchase price to approximately $1.32 billion. The acquisition is part of the company's strategy to enhance its Patient Direct segment and is expected to close in the first half of 2025, subject to customary closing conditions.

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