Item 5. Other Information
Item 5. Other Information.
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. 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.
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). 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.
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).
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Table of Contents
Item 6. Exhibits
(a) Exhibits
2.1
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).
10.1
Executive Separation Agreement and General Release, dated June 21, 2024, by and between Alexander J. Bruni and Owens & Minor, Inc. (incorporated herein by reference to our Quarterly Report on Form 10-Q, Exhibit 10.1, for the quarter ended June 30, 2024). **
10.2
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. (incorporated herein by to the Company’s Current Report on Form 8-k, Exhibit 10.1, dated October 18, 2024).
10.3
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. (incorporated herein by to the Company’s Current Report on Form 8-k, Exhibit 10.2, dated October 18, 2024).
10.4
Performance Guaranty of Owens & Minor, Inc., dated as of October 18, 2024 in favor of PNC Bank, National Association. (incorporated herein by to the Company’s Current Report on Form 8-k, Exhibit 10.3, dated October 18, 2024).
31.1
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.
31.2
Certification of Chief Financial 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.
32.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101)
** Management contract or compensatory plan or arrangement
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Table of Contents
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 thereunto duly authorized.
Owens & Minor, Inc.
(Registrant)
Date: November 4, 2024
/s/ Edward A. Pesicka
Edward A. Pesicka
President, Chief Executive Officer & Director
Date: November 4, 2024
/s/ Jonathan A. Leon
Jonathan A. Leon
Executive Vice President & Chief Financial Officer
37
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.