8-KRegulation FDOther EventsExhibits & Filings

Cencora, Inc. 8-K Report, Regulation FD Disclosure (Mar 26, 2021)

Filed March 26, 2021For Securities:COR

Summary

Cencora, Inc. (formerly AmerisourceBergen Corporation) filed an 8-K report on March 26, 2021, detailing the pricing of a significant debt offering. The company successfully priced $1,525,000,000 in 0.737% Senior Notes due 2023 and $1,000,000,000 in 2.700% Senior Notes due 2031, totaling approximately $2.525 billion in aggregate principal amount. This offering is primarily intended to finance a portion of the previously announced acquisition of the majority of Walgreens Boots Alliance's Alliance Healthcare businesses. The company anticipates receiving net proceeds of approximately $2.51 billion after deducting underwriting discounts and expenses. The report also outlines the underwriting agreement and provides extensive forward-looking statements and risk factors related to the company's operations and the proposed acquisition.

Key Highlights

  • 1Cencora, Inc. (formerly AmerisourceBergen Corporation) priced $2.525 billion in senior notes across two tranches.
  • 2The Notes consist of $1,525,000,000 of 0.737% Senior Notes due March 15, 2023.
  • 3The Notes also include $1,000,000,000 of 2.700% Senior Notes due March 15, 2031.
  • 4Net proceeds are estimated at approximately $2.51 billion, intended to fund a portion of the Alliance Healthcare acquisition and for general corporate purposes.
  • 5The sale of the Notes is subject to closing conditions and expected to be consummated on March 30, 2021.
  • 6A mandatory redemption clause is in place if the Alliance Healthcare acquisition is not completed by January 6, 2022, or if the related Share Purchase Agreement is terminated.
  • 7The filing includes a comprehensive list of forward-looking statements and risk factors, particularly concerning the proposed acquisition and various operational risks.

Frequently Asked Questions

The primary purpose of this debt offering is to raise capital to finance a portion of the previously announced acquisition of the majority of Walgreens Boots Alliance, Inc.'s Alliance Healthcare businesses. The proceeds may also be used for related fees, expenses, and general corporate purposes.

Cencora (AmerisourceBergen) issued $1,525,000,000 aggregate principal amount of 0.737% Senior Notes due March 15, 2023, and $1,000,000,000 aggregate principal amount of 2.700% Senior Notes due March 15, 2031. These are senior unsecured obligations of the Company.

If the acquisition of Walgreens Boots Alliance's Alliance Healthcare businesses is not completed by January 6, 2022, or if the related Share Purchase Agreement is terminated prior to completion (other than due to consummation), the Notes are subject to mandatory redemption. The redemption price would be 101% of the aggregate principal amount, plus accrued interest.

The filing highlights numerous risks, including uncertainties surrounding the completion and integration of the Alliance Healthcare acquisition, potential disruptions from the transaction, fluctuations in pharmaceutical pricing and reimbursement, regulatory changes, ongoing litigation (including opioid-related), competition, and general economic conditions. Investors should refer to the 'Forward-Looking Statements' section and the risk factors detailed in the company's other SEC filings for a comprehensive understanding.