8-KMaterial AgreementsFinancial EventsRegulation FD+1

Cencora, Inc. 8-K Report, Material Agreement (Nov 23, 2009)

Filed November 23, 2009For Securities:COR

Summary

AmerisourceBergen Corporation (the "Company") announced on November 19, 2009, the successful completion of a $400 million issuance of 4.875% Senior Notes due November 15, 2019. These notes are unsecured and unsubordinated obligations of the Company, with guarantees provided by certain of its U.S. subsidiaries. The offering was registered under a Form S-3 shelf registration statement. This debt issuance provides the Company with additional capital, with implications for its financial leverage and future interest expenses. Investors should note the details of the indenture, including provisions related to redemption, change of control offers, covenants restricting liens and sale-leaseback transactions, and events of default. The unsecured nature of the notes and the subsidiary guarantees are key considerations for assessing credit risk.

Key Highlights

  • 1Completion of a $400 million issuance of 4.875% Senior Notes due November 15, 2019.
  • 2Notes are unsecured and unsubordinated obligations of AmerisourceBergen Corporation.
  • 3Guarantees provided by certain U.S. subsidiaries of the Company.
  • 4Interest rate on the notes is 4.875% per annum, payable semiannually.
  • 5Maturity date for the notes is November 15, 2019.
  • 6Company has the option to redeem the notes at a 'make-whole' price.
  • 7A change of control event triggers an offer to purchase notes at 101% of principal amount.

Frequently Asked Questions

This Form 8-K filing announces AmerisourceBergen Corporation's completion of a $400 million issuance of 4.875% Senior Notes due 2019. It details the material terms of the debt issuance, including the principal amount, interest rate, maturity date, and covenants associated with the notes.

The new 4.875% Senior Notes due 2019 are unsecured and unsubordinated obligations of AmerisourceBergen Corporation.

The notes are guaranteed on an unsecured basis by certain of the Company's current and future U.S. subsidiaries that have outstanding or incur certain specified indebtedness. These guarantees are joint and several obligations of the guarantors.

In the event of a change of control, AmerisourceBergen is required to make an offer to purchase the notes at a price equal to 101% of the principal amount of the notes, plus any accrued and unpaid interest.