Other Information.
−Removed: During the three months ended June 30, 2024, none of our directors or officers informed us of the adoption or termination of a trading plan intended to satisfy Rule 10b5-1(c).
+Added: On October 11, 2024, the Company and Rotech each received a request for additional information and documentary materials from the Federal Trade Commission (the FTC) in connection with the FTC’s review of the Merger.
+Added: The effect of a Second Request is to extend the waiting period imposed by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, until 30 days after each of the Company and Rotech has substantially complied with the Second Request issued to it, unless that period is extended voluntarily by the parties or terminated earlier by the FTC.
+Added: Completion of the Rotech Acquisition remains subject to the expiration or termination of the waiting period under the HSR Act and the satisfaction or waiver of the other closing conditions specified in an Agreement and Plan of Merger (the Merger Agreement).
+Added: The Company continues to work constructively with the FTC in its review of the Merger and expects that the Merger will be completed in the first half of 2025, subject to satisfaction or waiver of the closing conditions, including receipt of required regulatory approvals.
+Added: During the three months ended September 30, 2024, none of our directors or officers informed us of the adoption or termination of a tradin g plan intended to satisfy Rule 10b5-1(c).
Agreement and Plan of Merger, dated as of July 22, 2024, by and among the Company, Rotech, Merger Sub and Representative (incorporated herein by reference to the Company’s Current Report on Form 8-K, Exhibit 2.1, dated July 23, 2024).
−Removed: E xecutive Separation Agreement and General Release, dated June 21, 2024, by and between Alexander J.
+Added: Executive Separation Agreement and General Release, dated June 21, 2024, by and between Alexander J.
Bruni and Owens & Minor, Inc.
−Removed: List of Guarantor Subsidiaries
−Removed: List of Subsidiaries Pledged as Collateral
+Added: (incorporated herein by reference to our Quarterly Report on Form 10-Q, Exhibit 10.1, for the quarter ended June 30, 2024).
+Added: Receivables Purchase Agreement, dated as of October 18, 2024, by and among O&M Funding LLC, as Seller, the persons from time to time party hereto, as Purchasers, PNC Bank, National Association, as Administrative Agent, an PNC Capital Markets LLC, as Structuring Agent.
+Added: (incorporated herein by to the Company’s Current Report on Form 8-k, Exhibit 10.1, dated October 18, 2024).
+Added: Amended and Restated Purchase and Sale Agreement, dated as of October 18, 2024, by and among various entities, as Originators, Owens & Minor Medical, LLC., as Servicer, and O&M Funding LLC, as Buyer.
+Added: (incorporated herein by to the Company’s Current Report on Form 8-k, Exhibit 10.2, dated October 18, 2024).
+Added: Performance Guaranty of Owens & Minor, Inc., dated as of October 18, 2024 in favor of PNC Bank, National Association.
+Added: (incorporated herein by to the Company’s Current Report on Form 8-k, Exhibit 10.3, dated October 18, 2024).
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
14 unchanged sentences
Owens & Minor, Inc.
−Removed: August 2, 2024
+Added: November 4, 2024
/s/ Edward A.
President, Chief Executive Officer & Director
−Removed: August 2, 2024
+Added: November 4, 2024
/s/ Jonathan A.
−Removed: Senior Vice President, Corporate Treasurer & Interim Chief Financial Officer
+Added: Executive Vice President & Chief Financial Officer
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.