8-KSecurities & Listing

Cencora, Inc. 8-K Report, Unregistered Securities Sale (Mar 18, 2016)

Filed March 18, 2016For Securities:COR

Summary

This Form 8-K filing by AmerisourceBergen Corporation (now Cencora, Inc.) on March 18, 2016, details the full exercise of warrants previously issued to affiliates of Walgreens Boots Alliance, Inc. (WBA). Specifically, WBA Holdings LLC exercised two warrants (Warrant 1A and Warrant 1B), which were originally issued on March 18, 2013. These warrants allowed for the purchase of an aggregate of 22,696,912 shares of AmerisourceBergen's common stock at an exercise price of $51.50 per share. The exercise, which occurred on March 18, 2016, resulted in WBA Holdings paying the Company $1,168,890,968 and receiving the corresponding shares. This transaction significantly impacts the Company's share structure, increasing the number of outstanding shares by over 22 million. The issuance of these shares was conducted under Section 4(2) of the Securities Act of 1933, exempting it from standard registration requirements.

Key Highlights

  • 1AmerisourceBergen (COR) announced the full exercise of WBA's warrants on March 18, 2016.
  • 2WBA Holdings LLC exercised warrants for an aggregate of 22,696,912 shares of common stock.
  • 3The exercise price for these shares was $51.50 per share.
  • 4WBA Holdings paid $1,168,890,968 to AmerisourceBergen upon exercising the warrants.
  • 5The issuance of shares occurred under the exemption provided by Section 4(2) of the Securities Act of 1933.
  • 6Following the exercise, AmerisourceBergen's outstanding common shares would increase to 225,424,994.
  • 7The warrants were originally issued to affiliates of Walgreens Boots Alliance, Inc. (WBA) on March 18, 2013.

Frequently Asked Questions

The main event is the full exercise of warrants held by Walgreens Boots Alliance Holdings LLC (WBA Holdings) to purchase shares of AmerisourceBergen's common stock. This resulted in the issuance of over 22.6 million new shares and a payment of over $1.16 billion to the company.

For AmerisourceBergen, it meant a substantial capital inflow and an increase in its outstanding share count. For WBA, it represented the full utilization of its warrant rights, potentially increasing its equity stake or investment value in AmerisourceBergen.

No, the issuance of these shares was not registered under the Securities Act of 1933. The company is relying on the exemption provided by Section 4(2) of the Securities Act, which pertains to transactions not involving a public offering.

AmerisourceBergen received $1,168,890,968 in cash from the exercise. The company's outstanding share count increased by 22,696,912 shares, which dilutes existing shareholders' ownership percentage but also strengthens the company's balance sheet with the received capital.