8-KMaterial AgreementsFinancial EventsExhibits & Filings

Cencora, Inc. 8-K Report, Material Agreement (Nov 27, 2024)

Filed November 27, 2024For Securities:COR

Summary

Cencora, Inc. (COR) has filed an 8-K report detailing the execution of two significant credit facilities on November 26, 2024, which are crucial for financing its previously announced acquisition of Retina Consultants of America. The company entered into a $1.5 billion senior unsecured term loan facility, primarily to fund a portion of the acquisition's cash consideration and related expenses. This term loan matures three years from its draw date and bears interest based on Cencora's public debt ratings. In addition to the term loan, Cencora also secured a $1.0 billion senior unsecured revolving credit facility. This facility, available after the acquisition closes, matures 364 days after the closing date, with an option for extension. The proceeds from this revolving credit facility are designated for general corporate purposes. Both agreements include covenants substantially similar to Cencora's existing credit facilities, focusing on financial leverage ratios and other standard restrictions. The execution of the term loan has also reduced the company's previously arranged $3.3 billion in bridge financing commitments to $1.8 billion.

Key Highlights

  • 1Cencora entered into a $1.5 billion senior unsecured term loan facility to finance its acquisition of Retina Consultants of America.
  • 2A new $1.0 billion senior unsecured revolving credit facility was established for general corporate purposes, available post-acquisition.
  • 3The term loan facility matures three years after its draw date, while the revolving credit facility matures 364 days after the acquisition closing date.
  • 4Interest rates for both facilities are tied to Cencora's public debt ratings, with applicable margins over adjusted Term SOFR or alternate base rates.
  • 5The company has the right to prepay both the term loan and revolving credit borrowings without premium or penalty, subject to certain conditions.
  • 6Both credit agreements contain customary covenants, including a financial leverage ratio requirement not to exceed 3.75:1.00 (with a potential increase to 4.00:1.00).
  • 7The $1.5 billion term loan facility reduces Cencora's existing bridge financing commitments from $3.3 billion to $1.8 billion.

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