8-KRegulation FDOther EventsExhibits & Filings

Cencora, Inc. 8-K Report, Regulation FD Disclosure (Feb 18, 2015)

Filed February 18, 2015For Securities:COR

Summary

AmerisourceBergen Corporation (now Cencora, Inc.) announced on February 17, 2015, the pricing of a significant debt offering totaling $1 billion. This offering consists of $500 million in 3.250% Senior Notes due 2025 and $500 million in 4.250% Senior Notes due 2045. The primary purpose of this debt issuance is to finance a portion of the company's previously announced proposed acquisition of MWI Veterinary Supply, Inc. The net proceeds are estimated to be approximately $987 million after deducting underwriting discounts and expenses. This strategic move underscores the company's commitment to growth through acquisition, with the MWI acquisition being a key strategic priority.

Key Highlights

  • 1Priced $1 billion in senior notes: $500 million due 2025 at 3.250% and $500 million due 2045 at 4.250%.
  • 2Intends to use net proceeds of approximately $987 million to fund a portion of the acquisition of MWI Veterinary Supply, Inc.
  • 3The offering is not contingent on the MWI acquisition closing, providing flexibility.
  • 4If the MWI acquisition does not close by May 15, 2015, or is terminated, the notes are subject to mandatory redemption at 101% of their principal amount.
  • 5The notes are senior unsecured obligations of the company.
  • 6The offering is expected to close on February 20, 2015, prior to the expected closing of the MWI acquisition.

Frequently Asked Questions

The primary purpose of this debt offering is to raise approximately $987 million in net proceeds to finance a portion of AmerisourceBergen's proposed acquisition of MWI Veterinary Supply, Inc. The proceeds will also be used to cover related fees and expenses, including the retirement of MWI's outstanding debt.

AmerisourceBergen priced $500 million of 3.250% Senior Notes due March 1, 2025, and $500 million of 4.250% Senior Notes due March 1, 2045. These notes are senior unsecured obligations of the company.

If the acquisition of MWI is not completed by May 15, 2015, or if the acquisition agreement is terminated prior to that date (and not replaced or amended), the notes are subject to mandatory redemption. The redemption price will be 101% of the aggregate principal amount of the notes, plus accrued and unpaid interest.

The company expects to consummate the sale of these notes to the underwriters on February 20, 2015, which is anticipated to occur before the closing of the MWI acquisition.