What is the purpose of this debt issuance?

The primary purpose of the $600 million debt issuance is to finance a portion of the acquisition of VIASYS Healthcare Inc. Remaining proceeds will be used for general corporate purposes, which can include working capital, capital expenditures, other acquisitions, investments, debt repayment, and equity repurchases.

What are the terms of the new notes?

Cardinal Health issued two series of notes: $300 million of 5.65% notes due June 15, 2012, and $300 million of 6.00% notes due June 15, 2017. These are senior unsecured obligations of the company.

How were the notes offered, and to whom?

The notes were offered through a private placement to qualified institutional buyers in the United States under Rule 144A of the Securities Act of 1933, and to non-U.S. persons outside the United States in compliance with Regulation S.

What are the company's obligations regarding these notes after issuance?

Cardinal Health has entered into a registration rights agreement. The company must use its best efforts to file a registration statement for an exchange offer within 240 days and complete the exchange offer within 270 days of issuance. If the exchange offer isn't completed, or under other specified circumstances, the company must file a shelf registration statement for resale of the notes.

CAH 8-K SEC Disclosure

Summary

Cardinal Health, Inc. (CAH) announced on June 8, 2007, the successful completion of a private placement debt offering, raising $600 million in aggregate principal amount. This offering consisted of $300 million of 5.65% notes due 2012 and $300 million of 6.00% notes due 2017. The company intends to use the net proceeds primarily to finance a portion of its acquisition of VIASYS Healthcare Inc., with the remainder allocated for general corporate purposes, including working capital and potential future investments or debt repayments.

Key Highlights

1Cardinal Health successfully raised $600 million through a debt offering consisting of 5.65% notes due 2012 and 6.00% notes due 2017.
2The offering was conducted as a private placement to qualified institutional buyers and non-U.S. persons, utilizing exemptions under Rule 144A and Regulation S.
3Proceeds are earmarked to fund part of the VIASYS Healthcare Inc. acquisition, indicating strategic M&A activity.
4The notes are senior unsecured obligations, ranking equally with other senior unsecured debt and ahead of subordinated debt.
5Cardinal Health entered into a registration rights agreement, obligating the company to register the notes for exchange or resale within specified timeframes.
6Interest payments on both note series are semi-annual, due on June 15 and December 15, with the first payment expected December 15, 2007.
7The company retains the option to redeem the notes prior to maturity and may be required to offer to purchase them in the event of a change of control.

CARDINAL HEALTH INC 8-K Report, Corporate Update (Jun 8, 2007)

Summary

Key Highlights

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