What is the significance of the share repurchase from Walgreens Boots Alliance Holdings LLC?

The share repurchase of approximately $50 million reduces the number of outstanding shares and signals management's intent to return value to shareholders, potentially boosting earnings per share. It also impacts the ownership percentage of the Selling Stockholder.

What are the variable pre-paid forward sale contracts and their implications?

These contracts allow the Selling Stockholder to receive cash upfront (approximately $644 million) in exchange for a commitment to deliver a fixed number of shares (4,590,000) at a future date (starting Q4 FY2025). This provides the Selling Stockholder with immediate liquidity and hedges against potential future share price declines, while Cencora is aware of a future share delivery from a major shareholder.

How does this transaction affect Walgreens Boots Alliance Holdings LLC's stake in Cencora?

Following the repurchase of 292,792 shares by Cencora, Walgreens Boots Alliance Holdings LLC's ownership stake is reduced. However, the forward sale contracts mean that a significant portion of their remaining shares are committed for future delivery, although they will still hold a substantial percentage (approximately 16.5%) after the repurchase.

Is Cencora's name change relevant to this filing?

While the filing is from AmerisourceBergen Corporation, the company has since changed its name to Cencora, Inc. This filing pertains to transactions that occurred prior to or around the time of the name change, with the filing date being May 15, 2023.

COR 8-K: Material Agreements

Summary

Cencora, Inc. (formerly AmerisourceBergen Corporation) announced on May 15, 2023, that it repurchased approximately $50 million worth of its common stock (292,792 shares) directly from Walgreens Boots Alliance Holdings LLC (the Selling Stockholder). This transaction occurred on May 15, 2023, and the repurchased shares will be held as treasury stock, consistent with the company's existing share repurchase program. In conjunction with this repurchase, the Selling Stockholder entered into variable pre-paid forward sale contracts, receiving approximately $644 million in cash from financial institutions. These contracts are set to settle starting in the fourth quarter of the Selling Stockholder's fiscal year 2025, at which point an aggregate of 4,590,000 shares of Cencora's common stock will be delivered. Following the repurchase, Walgreens Boots Alliance Holdings LLC holds approximately 16.5% of Cencora's outstanding common stock.

Key Highlights

1Cencora (formerly AmerisourceBergen) repurchased 292,792 shares of its common stock for approximately $50 million from Walgreens Boots Alliance Holdings LLC.
2The share repurchase was executed on May 15, 2023, and the shares will be held in treasury.
3The repurchase was conducted under the company's authorized share repurchase program.
4Concurrently, the Selling Stockholder entered into pre-paid forward sale contracts valued at approximately $644 million.
5These contracts involve the delivery of 4,590,000 shares of Cencora's common stock starting in Q4 FY2025.
6Post-repurchase, Walgreens Boots Alliance Holdings LLC retains approximately 16.5% of Cencora's outstanding shares.
7The filing was made on May 15, 2023, related to events on May 10-11, 2023.

Cencora, Inc. 8-K Report, Material Agreement (May 15, 2023)

Summary

Key Highlights

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