8-KMaterial AgreementsRegulation FDOther Events+1

Cencora, Inc. 8-K Report, Material Agreement (Nov 17, 2009)

Filed November 17, 2009For Securities:COR

Summary

Cencora, Inc. (formerly AmerisourceBergen Corporation) filed an 8-K on November 17, 2009, to report on a material definitive agreement: the issuance and sale of $400 million aggregate principal amount of 4.875% Senior Notes due November 15, 2019. This transaction, executed through an Underwriting Agreement with Banc of America Securities LLC and J.P. Morgan Securities Inc. as underwriters, is expected to be consummated on November 19, 2009, subject to customary closing conditions. The net proceeds from this offering are estimated to be approximately $392.6 million after deducting underwriting discounts and expenses. A significant portion, approximately $221.9 million, is earmarked for the repayment of substantially all amounts outstanding under the Company's multi-currency senior unsecured revolving credit facility. The remaining proceeds will be utilized for general corporate purposes. The Notes are senior unsecured obligations and will be jointly and severally guaranteed by certain of the Company's U.S. subsidiaries.

Key Highlights

  • 1Issuance of $400 million in 4.875% Senior Notes due November 15, 2019.
  • 2Underwriting Agreement entered into with Banc of America Securities LLC and J.P. Morgan Securities Inc.
  • 3Expected net proceeds of approximately $392.6 million from the offering.
  • 4Use of proceeds includes repaying approximately $221.9 million of the revolving credit facility.
  • 5Remaining proceeds to be used for general corporate purposes.
  • 6Notes will be senior unsecured obligations, guaranteed by certain U.S. subsidiaries.
  • 7The offering is registered under a Form S-3 shelf registration statement.

Frequently Asked Questions

The primary purpose is to raise capital. A significant portion of the net proceeds, approximately $221.9 million, will be used to repay outstanding amounts under the Company's multi-currency senior unsecured revolving credit facility. The remainder will be used for general corporate purposes.

The notes are 4.875% Senior Notes due November 15, 2019. They are senior unsecured obligations of AmerisourceBergen Corporation and will be jointly and severally guaranteed on an unsecured basis by certain of the Company's U.S. subsidiaries.

The Company expects to consummate the sale of the Notes on November 19, 2009, subject to the closing conditions specified in the Underwriting Agreement.

No, the Notes will be senior unsecured obligations of the Company. They will be guaranteed by certain U.S. subsidiaries, but these guarantees are also unsecured.