Henry Schein in Strategic Partnership with KKR

Cleary Gottlieb is representing Henry Schein in connection with its entry into a strategic partnership agreement with KKR, pursuant to which KKR will make a $250 million investment in Henry Schein’s common stock, in addition to its current holdings.

Pursuant to the agreement, two new independent directors, Max Lin and William K. “Dan” Daniel, will join Henry Schein’s board of directors as independent directors upon the satisfaction of certain conditions.

Henry Schein, the world’s largest provider of health care solutions to office-based dental and medical practitioners, and KKR will collaborate to create shareholder value and drive the business in its next phase of growth, with a specific focus on strategic growth, operational excellence, capital allocation, and employee engagement, including exploring broad-based equity ownership.

KKR, a leading global investment fund, agreed to abide by certain standstill and voting provisions and is entitled to customary director replacement rights. Henry Schein agreed to nominate Mr. Lin and Mr. Daniel for election as a director at Henry Schein’s 2025 annual meeting and, if KKR exercises an election to extend the agreement by one year, at the 2026 annual meeting.

Separately, Henry Schein announced that Robert J. “Bob” Hombach was appointed to the board as an independent director.

The consummation of the investment is subject to customary closing conditions, including the expiration or termination of any waiting period under the Hart-Scott-Rodino Act and any foreign regulatory approvals.

For more information, see the press release.