Did Cencora issue new shares in the August 2023 offering?

No, Cencora did not issue or sell any shares of its common stock in the registered public offering announced on August 3, 2023. The shares sold were from Walgreens Boots Alliance Holdings LLC, and Cencora did not receive any proceeds from that sale.

What was the purpose of Cencora repurchasing shares directly from Walgreens?

The direct share repurchase from Walgreens Boots Alliance Holdings LLC was conducted under Cencora's existing share repurchase program. This action reduces the number of outstanding shares and signifies a return of capital to a significant shareholder, potentially indicating management's view on the stock's valuation.

What is the relationship between the share repurchase and the public offering?

The share repurchase and the public offering are related events occurring around the same time. The public offering involved shares being sold by Walgreens (or its affiliates) to facilitate hedging for forward transactions. The price for the shares repurchased directly by Cencora from Walgreens was based on the price achieved in this related underwritten offering.

What does it mean that the repurchased shares will be held in treasury?

Holding shares in treasury means that Cencora has bought back its own stock and will hold it on its balance sheet rather than retiring it immediately. These treasury shares can be used for various purposes in the future, such as fulfilling stock options for employees, potential acquisitions, or future share repurchase programs.

COR 8-K: Material Agreements

Summary

Cencora, Inc. (formerly AmerisourceBergen Corporation) filed an 8-K on August 8, 2023, detailing a significant share repurchase and a related public offering that occurred around the same time. The company directly repurchased approximately 1.32 million shares of its common stock from Walgreens Boots Alliance Holdings LLC for $250 million. This repurchase was conducted under the company's existing share repurchase program and the acquired shares will be held in treasury, which can be a signal of management's confidence in the company's valuation and a method to return capital to shareholders. Concurrently, the company confirmed its involvement in a registered public offering of 10.5 million shares, which were sold by Walgreens Boots Alliance Holdings LLC through prepaid variable share forward transactions. It's important to note that Cencora itself did not issue or sell any shares in this offering, nor did it receive any proceeds from it. The offering was part of the process for counterparties to establish hedging positions related to these forward transactions. This filing clarifies Cencora's position in these transactions, highlighting that the shares sold were not newly issued by the company.

Key Highlights

1Cencora (formerly AmerisourceBergen) directly repurchased 1,320,858 shares of its common stock from Walgreens Boots Alliance Holdings LLC for $250 million.
2The share repurchase was executed on August 8, 2023, at a price of $189.271 per share, reflecting the price from an underwritten offering.
3The repurchased shares will be held in treasury, consistent with the company's share repurchase program.
4The company was involved in a registered public offering of 10.5 million shares announced on August 3, 2023, related to forward transactions.
5Cencora did not issue or sell any shares in this public offering and received no proceeds from the sale of shares by the selling stockholder.
6The offering involved the sale of shares by counterparties or their affiliates to establish hedge positions for prepaid variable share forward transactions with Walgreens Boots Alliance Holdings LLC.
7The filing includes executed agreements: the Share Repurchase Agreement and the Underwriting Agreement.

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

Summary

Key Highlights

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