|
Issuer:
|
Quest Diagnostics Incorporated
|
||
|
Trade Date:
|
March 5, 2015
|
||
|
Original Issue Date (Settlement):
|
March 10, 2015
|
||
|
Interest Accrual Date:
|
March 10, 2015
|
||
|
Ratings:
|
Moody’s: Baa2; S&P: BBB+; Fitch: BBB
|
||
|
Principal Amount:
|
$300,000,000
|
||
|
Maturity Date:
|
March 30, 2020
|
||
|
Issue Price (Price to Public):
|
99.688%
|
||
|
Yield:
|
2.566%
|
||
|
Interest Rate:
|
2.500% per annum
|
||
|
Interest Payment Period:
|
Semi-annual
|
||
|
Interest Payment Dates:
|
Each March 30 and September 30, commencing September 30, 2015
|
||
|
Treasury Benchmark:
|
1.375% due February 29, 2020
|
||
|
Spread to Benchmark:
|
T+100 bps
|
||
|
Benchmark Yield:
|
1.566%
|
||
|
Optional Redemption:
|
Prior to February 29, 2020 (one month prior to their maturity date), the notes will be redeemable, as a whole or in part, at the option of Quest Diagnostics, on at least 30 days, but not more than 60 days, prior notice mailed to the registered address of each holder of the notes, at a redemption price equal to the greater of:
|
||
|
·
|
100% of principal amount of the notes to be redeemed, and
|
||
|
·
|
the sum of the present values of the remaining scheduled payments discounted, on a semiannual basis, assuming a 360-day year consisting of twelve 30-day months, at the applicable treasury rate plus 15 basis points,
|
||
|
plus accrued interest to the date of redemption which has not been paid.
|
|||
|
On or after February 29, 2020, the notes will be redeemable, as a whole at any time or in part from time to time, at the option of Quest Diagnostics, at a redemption price equal to 100% of the principal amount of the notes being redeemed plus accrued interest to the date of redemption which has not been paid.
|
|||
|
CUSIP:
|
74834L AW0
|
||
|
ISIN:
|
US74834LAW00
|
||
|
3.500% Senior Notes due 2025
|
|||
|
Principal Amount:
|
$600,000,000
|
||
|
Maturity Date:
|
March 30, 2025
|
||
|
Issue Price (Price to Public):
|
99.956%
|
||
|
Yield:
|
3.505%
|
||
|
Interest Rate:
|
3.500% per annum
|
||
|
Interest Payment Period:
|
Semi-annual
|
||
|
Interest Payment Dates:
|
Each March 30 and September 30, commencing September 30, 2015
|
||
|
Treasury Benchmark:
|
2.000% due February 15, 2025
|
||
|
Spread to Benchmark:
|
T+140 bps
|
||
|
Benchmark Yield:
|
2.105%
|
||
|
Optional Redemption:
|
Prior to December 30, 2024 (three months prior to their maturity date), the notes will be redeemable, as a whole or in part, at the option of Quest Diagnostics, on at least 30 days, but not more than 60 days, prior notice mailed to the registered address of each holder of the notes, at a redemption price equal to the greater of:
|
||
|
·
|
100% of principal amount of the notes to be redeemed, and
|
||
|
·
|
the sum of the present values of the remaining scheduled payments discounted, on a semiannual basis, assuming a 360-day year consisting of twelve 30-day months, at the applicable treasury rate plus 25 basis points,
|
||
|
plus accrued interest to the date of redemption which has not been paid.
|
|||
|
On or after December 30, 2024, the notes will be redeemable, as a whole at any time or in part from time to time, at the option of Quest Diagnostics, at a redemption price equal to 100% of the principal amount of the notes being redeemed plus accrued interest to the date of redemption which has not been paid.
|
|||
|
CUSIP:
|
74834L AX8
|
||
|
ISIN:
|
US74834LAX82
|
||
|
4.700% Senior Notes due 2045
|
|||
|
Principal Amount:
|
$300,000,000
|
||
|
Maturity Date:
|
March 30, 2045
|
||
|
Issue Price (Price to Public):
|
99.917%
|
||
|
Yield:
|
4.705%
|
||
|
Interest Rate:
|
4.700% per annum
|
||
|
Interest Payment Period:
|
Semi-annual
|
||
|
Interest Payment Dates:
|
Each March 30 and September 30, commencing September 30, 2015
|
||
|
Treasury Benchmark:
|
3.00% due November 15, 2044
|
||
|
Spread to Benchmark:
|
T+200 bps
|
||
|
Benchmark Yield:
|
2.705%
|
||
|
Optional Redemption:
|
Prior to September 30, 2044 (six months prior to their maturity date), the notes will be redeemable, as a whole or in part, at the option of Quest Diagnostics, on at least 30 days, but not more than 60 days, prior notice mailed to the registered address of each holder of the notes, at a redemption price equal to the greater of:
|
||
|
·
|
100% of principal amount of the notes to be redeemed, and
|
||
|
·
|
the sum of the present values of the remaining scheduled payments discounted, on a semiannual basis, assuming a 360-day year consisting of twelve 30-day months, at the applicable treasury rate plus 30 basis points,
|
||
|
plus accrued interest to the date of redemption which has not been paid.
|
|||
|
On or after September 30, 2044, the notes will be redeemable, as a whole at any time or in part from time to time, at the option of Quest Diagnostics, at a redemption price equal to 100% of the principal amount of the notes being redeemed plus accrued interest to the date of redemption which has not been paid.
|
|||
|
CUSIP:
|
74834L AY6
|
||
|
ISIN:
|
US74834LAY65
|
||
|
Joint Book-Running Managers:
|
Goldman, Sachs & Co.
J.P. Morgan Securities LLC
Morgan Stanley & Co. LLC
Wells Fargo Securities, LLC
|
||
|
Co-Managers:
|
Credit Agricole Securities (USA) Inc.
KeyBanc Capital Markets Inc.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Mitsubishi UFJ Securities (USA), Inc.
|
||
|
Conflicts of Interest:
|
Certain of the underwriters (or their affiliates) may hold the 6.950% Senior Notes due 2037 or the 5.750% Senior Notes due 2040 being tendered (the “Tender Offers”) or the 5.450% Senior Notes due 2015, the 3.200% Senior Notes due 2016 or the 6.400% Senior Notes due 2017 that Quest Diagnostics intends to redeem (the “Redemption”) and would receive a portion of the proceeds from this offering as a result of the Tender Offers or the Redemption. If any one underwriter, together with its affiliates, were to receive 5% or more of the net proceeds of this offering by reason of the Tender Offers or the Redemption, such underwriters would be deemed to have a “conflict of interest” within the meaning of Rule 5121 of the Financial Regulatory Authority, Inc. (“Rule 5121”). Accordingly, this offering will be conducted in accordance with Rule 5121. No underwriter with a “conflict of interest” under Rule 5121 will confirm sales to any account over which it exercises discretion without the specific written approval of the account holder.
|
||
|
Global Settlement:
|
Through The Depository Trust Company, Euroclear or Clearstream, Luxembourg
|
||