Summary
AmerisourceBergen Corporation (now Cencora, Inc.) filed an 8-K on November 14, 2011, to report the successful completion of a $500 million offering of 3.500% Senior Notes due November 15, 2021. This issuance represents a material definitive agreement and a direct financial obligation for the company, aimed at potentially financing its operations or strategic initiatives. The notes are unsecured and unsubordinated, guaranteed by certain U.S. subsidiaries, and rank equally with other unsecured and unsubordinated debt of the company and its guarantors. Key terms include semi-annual interest payments, a maturity date in November 2021, and provisions for early redemption at a make-whole price or at par after a certain date. Importantly, the notes include a change of control provision requiring the company to offer to repurchase the notes at 101% of principal in the event of a change of control. The filing also includes legal opinions regarding the validity of the notes and guarantees, providing investors with assurance on the legal standing of this debt issuance.
Key Highlights
- 1Completion of a $500 million offering of 3.500% Senior Notes due November 15, 2021.
- 2The notes bear a fixed interest rate of 3.500% per annum, payable semi-annually.
- 3The issuance is governed by an Indenture, supplemented by a Second Supplemental Indenture dated November 14, 2011.
- 4Notes are unsecured and unsubordinated obligations of AmerisourceBergen.
- 5Guarantees on an unsecured basis are provided by certain U.S. subsidiaries.
- 6A change of control clause requires a 101% repurchase offer to noteholders.
- 7Filing includes legal opinions from Morgan, Lewis & Bockius LLP and Hunton & Williams LLP.