On March 8, 2021 Charles River Laboratories International, Inc. (NYSE: CRL) reported that it intends to offer $1 billion aggregate principal amount of senior notes due 2029 and 2031 (the "notes") in an unregistered offering, subject to market conditions (Press release, Charles River Laboratories, MAR 8, 2021, View Source [SID1234576305]).

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Charles River intends to use the gross proceeds of the offering of the notes to redeem its 5.5% senior notes due 2026 (the "2026 notes"), to fund, along with borrowings under its senior credit facilities, a portion of the purchase price for its proposed acquisition of Cognate BioServices, Inc., and to pay fees and expenses in connection with the offering, the redemption of the 2026 notes, and the amendment of its senior credit facilities.

The notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any other jurisdiction. Unless they are registered, the notes may be offered only in transactions that are exempt from registration under the Securities Act and applicable state securities laws. The notes will be offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act and to non-U.S. persons outside the United States under Regulation S of the Securities Act.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the notes, nor shall there be any sale of the notes in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.