8-KMaterial AgreementsFinancial EventsExhibits & Filings

CARDINAL HEALTH INC 8-K Report, Material Agreement (Aug 27, 2025)

Filed August 27, 2025For Securities:CAH

Summary

Cardinal Health, Inc. (CAH) has announced the completion of a significant public offering, raising a total of $1.0 billion through the issuance of new debt. This includes $600 million in 4.500% Notes due 2030 and $400 million in 5.150% Notes due 2035. The primary purpose of this debt issuance is to fund a portion of the consideration and associated expenses for its proposed acquisition of Solaris Health. This strategic move indicates Cardinal Health's commitment to expanding its operations through acquisition. Investors should note the terms associated with this debt. The proceeds are not held in escrow and are available for general corporate purposes pending the closing of the Solaris Health acquisition. However, a critical contingency exists: if the acquisition does not close by August 12, 2026, or if Cardinal Health decides not to proceed with it, the company is obligated to redeem all issued Notes at a premium (101% of principal plus accrued interest). This special mandatory redemption provision acts as a safeguard for noteholders, ensuring their investment is protected in the event the acquisition fails to materialize.

Key Highlights

  • 1Cardinal Health successfully raised $1.0 billion via a public offering of notes.
  • 2The offering comprises $600 million of 4.500% Notes due 2030 and $400 million of 5.150% Notes due 2035.
  • 3Proceeds are earmarked to fund the acquisition of Solaris Health and related expenses.
  • 4A special mandatory redemption clause is in place if the Solaris Health acquisition is not completed by August 12, 2026, or if Cardinal Health abandons the deal.
  • 5In case of a special mandatory redemption, noteholders will receive 101% of the principal amount plus accrued interest.
  • 6Funds are not held in escrow and may be used for general corporate purposes pending the acquisition's closing.

Frequently Asked Questions