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Exhibit 10.1
Execution
CONFIDENTIAL
 
November 4, 2025
VIA E-MAIL
Henry Schein, Inc.
135 Duryea Road
Melville, New York
 
11747
Attention: Kelly Murphy
Email:[ *** - personal information]
KKR Hawaii Aggregator L.P.
c/o Kohlberg Kravis Roberts & Co. L.P.
 
Sand Hill Road, Suite 200
Menlo Park, CA 94025
Attention: Hunter Craig and Max Lin
Email: [*** - personal information]
Re:
 
Amendment No. 1 to Strategic Partnership Agreement (this “Amendment”)
Ladies and Gentlemen:
Reference is
 
made to
 
the
 
Strategic Partnership
 
Agreement, dated
 
as of
 
January 29, 2025
(as
 
heretofore
 
amended
 
or
 
modified,
 
the
 
“Agreement”),
 
by
 
and
 
between
 
Henry
 
Schein,
 
Inc.,
 
a
Delaware
 
corporation
 
(the
 
“Company”),
 
on
 
the
 
one
 
hand,
 
and
 
KKR
 
Hawaii
 
Aggregator
 
L.P.,
 
a
Delaware limited
 
partnership (the
 
“Investor”), on
 
the other
 
hand. Capitalized
 
terms used
 
but not
defined
 
in
 
this
 
Amendment
 
shall
 
have
 
the
 
meanings
 
ascribed
 
to
 
them
 
in
 
the
 
Agreement.
 
The
parties, intending to be legally bound, agree to amend the Agreement as follows:
1.
Restriction
 
on
 
Business
 
Combinations.
 
The
 
parties
 
hereby
 
consent
 
and
 
agree
 
to
amend and restate Section 3.15 of the Agreement in its entirety as follows:
 
“Section 3.15
 
Restriction
 
on
 
Business
 
Combinations.
 
The
 
Board
 
has
 
taken
 
all
 
action
necessary
 
to
 
render
 
inapplicable
 
to
 
the
 
Investor
 
Parties
 
the
 
restrictions
 
on
 
“business
combinations” set
 
forth in
 
Section 203
 
of the
 
DGCL (“Section
 
203”) in
 
connection with
the Investor Parties’
 
becoming an
 
“interested stockholder”
 
(as defined
 
in Section
 
203) of
the Company by acquiring an aggregate
 
of 15% or more of the
 
outstanding voting stock of
the Company,
 
whether by (i) direct or indirect beneficial ownership
 
of stock; (ii) the right
to acquire stock
 
(whether such right
 
is exercisable immediately or
 
only after the passage
 
of
time) pursuant
 
to any
 
agreement, arrangement
 
or understanding,
 
or upon
 
the exercise
 
of
conversion rights, exchange rights, warrants or options, or otherwise; (iii) the right to vote
stock pursuant
 
to any
 
agreement,
 
arrangement or
 
understanding; provided,
 
however,
 
the
agreement, arrangement
 
or understanding
 
to vote
 
such stock
 
does not
 
arise solely
 
from a
revocable proxy or consent given in response
 
to a proxy or consent solicitation made
 
to 10
or more Persons;
 
or (iv) any
 
agreement, arrangement or
 
understanding for the
 
purpose of
acquiring, holding,
 
voting (other
 
than voting
 
pursuant to
 
a revocable
 
proxy or
 
consent given
in response to a proxy or consent
 
solicitation made to 10 or more Persons), or
 
disposing of
 
 
 
 
2
stock
 
with
 
any
 
other
 
Person
 
that
 
beneficially
 
owns,
 
or
 
whose
 
Affiliates
 
or
 
associates
beneficially own, directly or indirectly, such stock.”
2.
Standstill.
 
The parties hereby consent and agree to amend and restate
 
Section 5.08
of the Agreement in its entirety as follows:
 
“Section 5.08 Standstill.
 
Each Investor Party
 
agrees with the
 
Company,
 
severally and not
jointly,
 
that, during
 
the Term
 
and thereafter
 
until the
 
date occurring
 
six (6)
 
months after
the earliest date
 
following the Term on which no Investor
 
Director is serving on
 
the Board,
without
 
the
 
prior
 
written
 
approval
 
of
 
the
 
Board,
 
such
 
Investor
 
Party
 
and
 
its
 
controlled
Affiliates shall not, directly or indirectly:
(a)
 
acquire, offer or
 
seek to
 
acquire, agree
 
to acquire or
 
make a
 
proposal
to acquire, whether
 
by private or
 
open market purchase,
 
a block trade,
 
a tender or
exchange offer,
 
beneficial ownership
 
of, or
 
any economic
 
interest in,
 
any right
 
to
direct
 
the
 
voting
 
or
 
disposition
 
of,
 
or
 
any
 
other
 
right
 
with
 
respect
 
to
 
any
 
Voting
Securities
 
or
 
direct
 
or
 
indirect
 
rights
 
to
 
acquire
 
any
 
Voting
 
Securities
 
of
 
the
Company,
 
any
 
securities
 
convertible
 
into
 
or
 
exchangeable
 
for
 
any
 
such
 
Voting
Securities,
 
any
 
options
 
puts,
 
calls,
 
swaps
 
or
 
other
 
derivative
 
or
 
convertible
instruments,
 
hedging
 
contracts
 
or
 
other
 
derivative
 
securities
 
or
 
contracts
 
or
instruments in
 
any way related
 
to the price
 
of shares of
 
Common Stock
 
(solely to
the extent
 
that, after
 
giving effect
 
to such
 
acquisition, such
 
Investor Party
 
and its
Affiliates would beneficially own, in the aggregate, greater than 19.9% of the then
outstanding Common Stock);
(b)
 
make
 
any
 
public
 
announcement
 
with
 
respect
 
to,
 
or
 
offer,
 
seek,
propose or indicate
 
an interest in
 
(in each
 
case with
 
or without conditions),
 
either
alone or
 
in concert
 
with
 
others, any
 
Extraordinary
 
Transaction,
 
or
 
enter into
 
any
discussions, negotiations,
 
arrangements, understandings
 
(whether written
 
or oral)
with
 
any
 
Person
 
regarding
 
any
 
of
 
the
 
foregoing
 
(it
 
being
 
understood
 
that
 
the
foregoing
 
shall
 
not
 
restrict
 
any
 
Investor
 
Parties
 
from
 
tendering
 
shares,
 
receiving
payment or
 
shares or otherwise
 
participating in any
 
such Extraordinary
 
Transaction
on the same basis as other stockholders of the Company);
(c)
 
(i) make or
 
in any way encourage
 
or participate in any
 
“solicitation”
of
 
“proxies”
 
or
 
consents
 
(whether
 
or
 
not
 
relating
 
to
 
the
 
election
 
or
 
removal
 
of
directors), as such terms are used in the rules of the SEC (but without regard to the
exclusion set
 
forth in
 
Rule 14a-1(l)(2)(iv)),
 
to vote,
 
or knowingly
 
seek to
 
advise,
encourage or influence
 
any Person with
 
respect to voting,
 
acquisition or disposition
of, any
 
Voting Securities of the Company
 
or any
 
of its
 
Subsidiaries or
 
any securities
convertible or exchangeable into or exercisable for any such Voting
 
Securities, (ii)
request, call or
 
seek to call (or, for
 
the avoidance of doubt,
 
publicly support another
Person’s request or call for) a meeting of the Company’s
 
stockholders or action by
written
 
consent
 
(or
 
the
 
setting
 
of
 
a
 
record
 
date
 
therefor),
 
(iii)
 
initiate
 
or
 
be
 
the
proponent of any
 
stockholder proposal for
 
action by the
 
Company’s
 
stockholders,
(iv) seek, alone or in concert with others, election to
 
or to place a representative on
the Board or
 
nominate or propose
 
the nomination of,
 
or recommend the
 
nomination
of,
 
any
 
candidate to
 
the
 
Board,
 
except as
 
expressly
 
set
 
forth
 
in
 
Section
 
5.10,
 
(v)
 
 
 
 
 
3
seek, alone or in
 
concert with others
 
(including through any “withhold”
 
or similar
campaign), the removal
 
of any director
 
from the
 
Board (other than,
 
in the
 
case of
the Investor Parties, any
 
Investor Directors), or (vi)
 
become a “participant” in
 
any
contested “solicitation” (as
 
such terms are
 
defined or used
 
under the Exchange
 
Act)
for the election of
 
directors with respect
 
to the Company;
 
provided, however,
 
that
nothing in this Agreement will prevent the Investor Parties
 
or their Affiliates from
taking actions
 
in furtherance
 
of identifying
 
any replacement
 
for an
 
Investor Director
pursuant to Section 5.10, as applicable;
(d)
 
except as expressly permitted by this Agreement with respect to the
Investor Directors, otherwise act, alone or in
 
concert with others, to seek to control
or influence, in any manner, the management, board of directors or business of the
Company or any
 
of its Subsidiaries,
 
including (i) controlling or
 
changing the Board
or
 
management of
 
the
 
Company,
 
including
 
any
 
plans or
 
proposals
 
to
 
change the
number or term of directors or
 
to fill any vacancies on
 
the Board, (ii) any material
change
 
in
 
the
 
capitalization,
 
capital
 
allocation
 
policy
 
or
 
dividend
 
policy
 
of
 
the
Company
 
or
 
(iii)
 
seeking
 
to
 
have
 
the
 
Company
 
waive
 
or
 
make
 
amendments
 
or
modifications
 
to
 
the
 
Company
 
Charter
 
Documents,
 
or
 
other
 
actions
 
that
 
may
impede or facilitate the acquisition of control of the Company by any Person;
(e)
 
grant
 
any
 
proxy,
 
consent
 
or
 
other
 
authority
 
to
 
vote
 
any
 
Voting
Securities with respect to any matters (other than to the named proxies
 
included in
the
 
Company’s
 
proxy
 
card
 
for
 
any
 
annual
 
meeting
 
or
 
special
 
meeting
 
of
stockholders);
(f)
 
agree,
 
attempt,
 
seek or
 
propose
 
to
 
deposit
 
any
 
shares of
 
Common
Stock in any voting trust or similar arrangement or
 
subject any shares of Common
Stock to any arrangement or
 
agreement with respect to the
 
voting of any shares of
Common Stock, other than any such voting trust, arrangement or agreement solely
among such
 
Investor Party
 
and its
 
controlled Affiliates and
 
otherwise in
 
accordance
with this Agreement;
(g)
 
other
 
than
 
sales
 
into
 
the
 
public
 
market
 
pursuant
 
to
 
a
 
bona
 
fide,
broadly distributed underwritten public offering, in each case made pursuant to the
Registration
 
Rights
 
Agreement or
 
through
 
a
 
bona
 
fide
 
sale
 
to
 
the
 
public
 
without
registration
 
effectuated
 
pursuant
 
to
 
Rule
 
144
 
under
 
the
 
Securities
 
Act
 
where
 
the
identity
 
of
 
the
 
purchaser
 
is
 
not
 
known,
 
sell,
 
offer
 
or
 
agree
 
to
 
sell,
 
directly
 
or
indirectly, through swap
 
or hedging transactions or otherwise, the securities
 
of the
Company or any
 
rights decoupled
 
from the
 
underlying securities of
 
the Company
held by such
 
Investor Party to
 
any Third Party
 
that, to the actual
 
knowledge of such
Investor
 
Party,
 
would
 
result
 
in
 
such
 
Third
 
Party,
 
together
 
with
 
its
 
Affiliates,
owning, controlling or otherwise having any beneficial or other ownership interest
representing
 
in
 
the
 
aggregate
 
in
 
excess
 
of
 
4.9%
 
of
 
the
 
shares
 
of
 
Common
 
Stock
outstanding
 
at
 
such
 
time
 
or
 
would
 
increase
 
the
 
beneficial
 
or
 
other
 
ownership
interest of
 
any Third
 
Party who, together
 
with its
 
Affiliates, has a
 
beneficial or
 
other
ownership interest
 
in the
 
aggregate of
 
more than
 
4.9% of
 
the shares
 
of Common
Stock outstanding at such
 
time; provided, that the restriction
 
in this Section 5.08(g)
will not apply
 
with respect to
 
any Third Party
 
who makes filings with
 
respect to the
 
 
 
 
 
 
 
 
 
4
Company’s securities to the
 
SEC on Schedule
 
13G pursuant
 
to Rule 13d-1(b)
 
under
the Exchange Act;
(h)
 
make a request
 
for any stockholder
 
list or other
 
Company books and
records under Section 220 of the DGCL or otherwise; provided that nothing in this
Agreement shall restrict
 
any Investor Director’s
 
rights as a
 
director of
 
the Company
under Section 220(d) of the Delaware General Corporation Law;
 
(i)
 
make any proposal or
 
statement of inquiry or
 
disclose any intention,
plan or arrangement inconsistent with any of the foregoing;
(j)
 
advise, assist, knowingly encourage
 
or direct any Person
 
to do, or to
advise,
 
assist,
 
knowingly
 
encourage
 
or
 
direct
 
any
 
other
 
Person
 
to
 
do,
 
any
 
of
 
the
foregoing;
(k)
 
enter into
 
any agreements, arrangements
 
or understandings with
 
any
Third
 
Party
 
(including
 
security
 
holders
 
of
 
the
 
Company,
 
but
 
excluding,
 
for
 
the
avoidance of doubt, any Investor Party and its
 
Affiliates) with respect to any of the
foregoing, including forming,
 
joining or in
 
any way participating
 
in a “group”
 
(as
defined
 
in
 
Section
 
13(d)(3)
 
of
 
the
 
Exchange
 
Act)
 
with
 
any
 
Third
 
Party
 
in
connection with any of the foregoing;
 
(l)
 
request
 
the
 
Company
 
or
 
any
 
of
 
its
 
Representatives,
 
directly
 
or
indirectly, to amend or waive any provision of this Section 5.08; provided that this
clause shall not
 
prohibit any
 
Investor Party from
 
making a confidential
 
request to
the
 
Company
 
seeking
 
an
 
amendment
 
or
 
waiver
 
of
 
the
 
provisions
 
of
 
this
 
Section
5.08, which the Company may accept or reject in its sole discretion,
 
so long as any
such request is made in a manner that does not
 
require public disclosure thereof by
any Person; or
(m)
 
contest
 
the
 
validity
 
of
 
this
 
Section
 
5.08
 
or
 
make,
 
initiate,
 
take
 
or
participate in any demand,
 
Action (legal or otherwise)
 
or proposal to amend, waive
or terminate any provision of this Section 5.08.
The
 
restrictions
 
in
 
this
 
Section
 
5.08
 
shall
 
terminate
 
automatically
 
upon
 
the
 
earliest
occurrence of
 
any of
 
the following:
 
(A) the
 
Company’s
 
entry into
 
a definitive
 
agreement
with respect
 
to any
 
Extraordinary Transaction
 
that would
 
result in
 
the acquisition
 
by any
person or group
 
of more than
 
50% of the
 
Voting
 
Securities or assets
 
having an aggregate
value
 
exceeding
 
50%
 
of
 
the
 
aggregate
 
enterprise
 
value
 
of
 
the
 
Company
 
and
 
(B)
 
the
commencement of
 
any tender
 
or
 
exchange offer
 
(by any
 
Person or
 
group
 
other than
 
the
Investor
 
Parties
 
or
 
their
 
Affiliates)
 
which,
 
if
 
consummated,
 
would
 
constitute
 
an
Extraordinary Transaction that
 
would result in
 
the acquisition by
 
any person or
 
group (with
the exception of
 
the Investor
 
Parties and
 
any of their
 
Affiliates) of
 
more than
 
50% of
 
the
Voting
 
Securities,
 
where
 
the
 
Company
 
files
 
with
 
the
 
SEC
 
a
 
Schedule
 
14D-9
 
(or
amendment thereto)
 
that
 
does not
 
recommend that
 
its
 
stockholders
 
reject such
 
tender or
exchange offer.
 
 
 
 
 
 
 
 
 
 
5
Notwithstanding
 
anything
 
to
 
the
 
contrary
 
contained
 
in
 
this
 
Agreement,
 
nothing
 
the
Agreement shall limit the ability of any Investor Director to vote or otherwise exercise his
or
 
her
 
legal
 
duties
 
or
 
otherwise
 
act
 
in
 
his
 
or
 
her
 
capacity
 
as
 
a
 
member
 
of
 
the
 
Board.
Furthermore, notwithstanding anything to the contrary in this Section 5.08, nothing in this
Section
 
5.08
 
shall
 
prohibit
 
or
 
restrict
 
the
 
Investor
 
Parties
 
from:
 
(A)
 
communicating
privately with
 
the Board,
 
any member
 
of senior
 
management of
 
the Company
 
(including
the Company’s Chief Executive Officer, Chief Financial Officer,
 
and General Counsel) or
any director
 
of the
 
Company regarding
 
any matter
 
(it being
 
understood that
 
the Investor
Parties
 
shall
 
not
 
engage
 
in
 
any
 
such
 
private
 
communications
 
if
 
the
 
content
 
of
 
such
communications
 
would
 
reasonably
 
be
 
expected
 
to
 
require
 
any
 
public
 
disclosure
 
of
 
such
communications, without the prior authorization of the
 
Board or Chief Executive Officer);
(B) privately communicating to the
 
Investor Parties’ or its
 
Affiliates’ investors or potential
investors regarding the Company;
 
provided that any such
 
communications to investors or
potential investors
 
(1) are
 
subject to
 
reasonable confidentiality
 
obligations of
 
such investors
or potential investors and are not reasonably expected to be publicly
 
disclosed, (2) are not
made with an intent to, and do not, circumvent any of the restrictions
 
in this Agreement or
otherwise in
 
bad faith
 
and (3)
 
are not
 
intended to,
 
and would
 
not reasonably be
 
expected
to, require
 
any public
 
disclosure of
 
such communications;
 
(C) making
 
any factual
 
statement
to comply with any subpoena
 
or other legal process or
 
respond to a request
 
for information
from
 
any
 
Governmental
 
Authority
 
with
 
jurisdiction
 
over
 
such
 
Person
 
from
 
whom
information is sought,
 
in each
 
case upon the
 
advice of outside
 
legal counsel
 
(provided, that,
to
 
the
 
extent
 
permitted
 
by applicable
 
law,
 
the
 
applicable Investor
 
Party
 
will
 
provide
 
the
Company with
 
notice of
 
any such
 
requirement prior
 
to making
 
any such
 
statement); (D)
voting,
 
transferring
 
or
 
hedging
 
(subject
 
to
 
Section
 
5.08(g)
 
and
 
Section
 
5.20);
 
(E)
participating in rights offerings made
 
by the Company to all holders
 
of its Common Stock,
receiving
 
any
 
dividends
 
or
 
similar
 
distributions
 
with
 
respect
 
to
 
any
 
securities
 
of
 
the
Company held
 
by such
 
Investor Party,
 
tendering shares
 
of Common
 
Stock, or
 
otherwise
exercising rights under its
 
Common Stock that
 
are not the subject
 
of this Section
 
5.08; or
(F) at any time after eight months following the date hereof, making a proposal relating to
an
 
Extraordinary
 
Transaction,
 
provided
 
that
 
such
 
proposal
 
is
 
first
 
made
 
privately
 
to
 
the
Board or Chief Executive Officer and is conditioned on the approval of the Board.”
3.
Entire
 
Agreement;
 
Amendment.
 
The
 
Agreement,
 
together
 
with
 
the
 
other
Transaction Documents and this
 
Amendment, contains the
 
entire understanding of
 
the Parties with
respect to
 
the subject
 
matter hereof
 
or thereof.
 
Any previous agreements
 
among the Parties
 
relating
to the
 
specific subject
 
matter hereof
 
are superseded
 
by the
 
Agreement and
 
this Amendment.
 
All
references to the “Agreement” in
 
the Agreement shall refer to the
 
Agreement as amended by this
Amendment.
 
4.
No Other Modifications. This Amendment shall only amend the Agreement as
expressly set forth herein. All other terms of the Agreement shall remain in full force and effect.
 
5.
The
 
provisions
 
of
 
Article
 
VIII
 
of
 
the
 
Agreement
 
are
 
hereby
 
incorporated
 
by
reference into this Amendment, mutatis mutandis.
[Signature Page Follows]
 
 
 
[
Signature Page to Amendment No. 1
]
If the terms of this Amendment are in accordance with your understanding, please sign
below and this Amendment will constitute a binding agreement among us.
 
HENRY SCHEIN, INC.
By:
 
/s/ Kelly Murphy
 
Name:
 
Kelly Murphy
Title:
 
Senior Vice President and General Counsel
Acknowledged and Agreed:
KKR HAWAII
 
AGGREGATOR
 
L.P.
By:
 
KKR Hawaii Aggregator GP LLC, its general partner
By:
 
/s/ Max Lin
 
Name: Max Lin
Title:
 
President