Davis Polk advised Charles River Laboratories International, Inc. as borrower in connection with an incremental assumption agreement and amendment relating to its existing third amended and restated credit agreement provided by a consortium of financial institutions with JPMorgan Chase Bank N.A., as administrative agent. The amended credit facilities provide for up to $900 million in financing, including the new $150 million term loan facility, the existing $400 million term loan facility, a portion of which will be available in euros to a Dutch subsidiary of Charles River, and a $350 million revolving credit facility. The obligations under the credit facilities are guaranteed by certain material domestic subsidiaries of Charles River and are secured by substantially all of the assets of Charles River and the guarantors. The amendment also reset the amount of incremental facilities potentially available to Charles River, modified the leverage ratio test and made certain other amendments. Charles River will use the proceeds of the incremental term loan to finance in part the purchase price under the ASR program (described below) and for general corporate purposes.

Davis Polk also advised Charles River in connection with the implementation of a new accelerated stock repurchase (ASR) program to repurchase $150 million of Charles River’s common stock. The ASR program was entered into with Morgan Stanley & Co. Incorporated and provided for an initial delivery to Charles River of approximately 3.76 million shares.

Charles River is a Wilmington, Massachusetts-based leading global provider of research models and associated services and of preclinical drug development services. The company provides services to assist pharmaceutical and biotechnology companies, government agencies and leading academic institutions worldwide with enhancing their research and drug development efforts through in-human evaluation of new products and employs over 8,000 employees worldwide.

The Davis Polk credit team included partner Joseph P. Hadley and associates Shakhi Majumdar and Jonathan B. Brown (not yet admitted). The Davis Polk equity derivatives team included partner James T. Rothwell and associate Jay A. Osha. Courtney J. Mitchell was the legal assistant on the transaction. All members of the Davis Polk team are based in the New York office.