Summary
Cencora, Inc. (formerly AmerisourceBergen Corporation) filed an 8-K on May 19, 2020, to report the completion of a $500 million offering of 2.800% Senior Notes due May 15, 2030. These notes are unsecured and unsubordinated but are structurally subordinated to the debt of the company's subsidiaries. The company has the option to redeem the notes before maturity under specific conditions, including a change of control provision that requires an offer to purchase the notes at 101% of their principal amount. The filing also includes the relevant indenture documents and a legal opinion on the notes' validity.
Key Highlights
- 1Completion of a $500 million offering of 2.800% Senior Notes due May 15, 2030.
- 2Notes are unsecured and unsubordinated, ranking equally with other unsecured and unsubordinated debt.
- 3Notes are structurally subordinated to all indebtedness and liabilities of Cencora's subsidiaries.
- 4Company may redeem notes prior to maturity at a 'make-whole' price, or at par on or after February 15, 2030.
- 5A change of control event triggers an offer to purchase notes at 101% of the principal amount.
- 6The Indenture includes covenants that limit the company's ability to create liens, enter into sale and leaseback transactions, and merge or sell substantially all assets.
- 7Standard events of default are outlined in the Indenture, allowing for acceleration of the notes' maturity.
Frequently Asked Questions
This 8-K filing reports the completion of Cencora's (then AmerisourceBergen Corporation) $500 million offering of Senior Notes due 2030. It provides details about the terms of these notes, the governing indenture, and related legal matters.
The notes have an aggregate principal amount of $500 million, a coupon rate of 2.800% per year, and mature on May 15, 2030. Interest is payable semiannually. The company can redeem the notes under certain conditions, including a change of control event.
The notes are unsecured and unsubordinated obligations of Cencora, ranking equally with the company's other unsecured and unsubordinated indebtedness. However, they are structurally subordinated to any debt or liabilities of Cencora's subsidiaries.
In the event of a change of control, Cencora must offer to repurchase the notes at 101% of their principal amount. The Indenture also outlines several events of default (e.g., non-payment, bankruptcy) which, if they occur, can lead to the acceleration of the notes' maturity.