8-KRegulation FDOther EventsExhibits & Filings

Cencora, Inc. 8-K Report, Regulation FD Disclosure (May 13, 2020)

Filed May 13, 2020For Securities:COR

Summary

Cencora, Inc. (formerly AmerisourceBergen Corporation) filed an 8-K on May 12, 2020, to disclose the pricing of $500 million aggregate principal amount of 2.800% Senior Notes due May 15, 2030. The company entered into an Underwriting Agreement with several representatives to issue and sell these senior unsecured notes. The sale is expected to be consummated on May 19, 2020, subject to closing conditions. The net proceeds from this offering, estimated at approximately $493.8 million after deducting underwriting discounts and expenses, are intended to be used to redeem all of the company's 3.500% Senior Notes due November 15, 2021, and for general corporate purposes. Pending their application, the proceeds will be invested in high-quality, short-term debt securities. The filing also includes a cautionary note regarding forward-looking statements and details related to the underwriting syndicate's prior and potential future involvement in the company's financial activities.

Key Highlights

  • 1Pricing of $500 million in 2.800% Senior Notes due May 15, 2030, was announced.
  • 2The company expects to receive net proceeds of approximately $493.8 million.
  • 3Proceeds will be used to redeem $3.500% Senior Notes due November 15, 2021, and for general corporate purposes.
  • 4The sale of the notes is expected to close on May 19, 2020.
  • 5The notes are senior unsecured obligations of the company.
  • 6The issuance is registered under the company's existing shelf registration statement.
  • 7The filing provides extensive detail on the relationships between the company and the underwriters/their affiliates.

Frequently Asked Questions

The primary purpose is to redeem all of Cencora's outstanding 3.500% Senior Notes due November 15, 2021. Any remaining proceeds will be used for general corporate purposes.

The company expects to consummate the sale of the notes to the underwriters on May 19, 2020, subject to the satisfaction of specified closing conditions.

After deducting underwriting discounts and offering expenses, Cencora estimates it will receive net proceeds of approximately $493.8 million from the sale of the $500 million in senior notes.

The company is issuing $500 million in aggregate principal amount of 2.800% Senior Notes due May 15, 2030. These notes are senior unsecured obligations of Cencora.