Item 7.01. Regulation FD Disclosure.
On March 6, 2023, DENTSPLY SIRONA Inc. (the “Company”) issued a press release
announcing its entrance into an accelerated share repurchase agreement, further
discussed below under Item 8.01. A copy of the press release is furnished as
Exhibit 99.1 to this Current Report on Form 8-K.
Item 8.01 Other Events.
On March 6, 2023, the Company announced that it had entered into an accelerated
share repurchase agreement (the “ASR”) with Goldman Sachs & Co. LLC (“GS”) to
repurchase $150 million of its common stock. The Company will repurchase shares
under the ASR as part of its existing share repurchase authorization, previously
approved by the Board in July 2021, as disclosed in the Company’s reports filed
with the Securities and Exchange Commission.
Pursuant to the terms of the ASR, on March 6, 2023, the Company will pay GS $150
million in cash and will receive an initial delivery of approximately 3.1
million shares of the Company’s common stock. The final number of shares to be
repurchased by the Company will be based on the average of the daily
volume-weighted average stock prices of the Company’s common stock during the
term of the ASR, less a discount and subject to adjustments. The ASR contains
provisions customary for agreements of this type, including provisions for
adjustments to the transaction terms, the circumstances under which the ASR may
be accelerated, extended or terminated early by GS and various acknowledgments,
representations and warranties made by the parties to one another. At
settlement, GS may be required to deliver additional shares of common stock to
the Company, or, under certain circumstances, the Company may be required to
make a cash payment to GS or may elect to deliver shares of its common stock to
GS. Final settlement of the ASR is expected to be completed before the end of
the second quarter of 2023.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
99.1 DENTSPLY SIRONA Inc. press release dated, March 6, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL Document)
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