8-KMaterial AgreementsFinancial EventsRegulation FD+2

Cencora, Inc. 8-K Report, Material Agreement (Feb 13, 2026)

Filed February 13, 2026For Securities:COR

Summary

Cencora, Inc. (COR) has filed an 8-K report detailing the successful closing of a $3.0 billion aggregate principal amount senior notes offering on February 13, 2026. This offering comprises multiple tranches with varying interest rates and maturity dates, ranging from 3.950% notes due 2029 to 5.650% notes due 2056. The proceeds from this significant debt issuance will be used for general corporate purposes, though specific use cases are not detailed in this filing. The issuance represents a substantial capital raise for Cencora, impacting its debt structure and financial leverage. Investors should note that these notes are unsecured and unsubordinated, ranking equally with existing unsecured and unsubordinated debt, but are structurally subordinated to all debt and liabilities of the company's subsidiaries. The indentures governing these notes include covenants related to liens, sale and leaseback transactions, and mergers, alongside standard events of default. This filing provides detailed information on the terms, interest rates, maturity dates, and redemption provisions for each series of notes.

Key Highlights

  • 1Cencora, Inc. successfully closed a $3.0 billion senior notes offering on February 13, 2026.
  • 2The offering is split into five tranches: $500M of 3.950% Notes due 2029, $500M of 4.250% Notes due 2030, $500M of 4.600% Notes due 2033, $1B of 4.900% Notes due 2036, and $500M of 5.650% Notes due 2056.
  • 3The notes are unsecured and unsubordinated obligations of Cencora, ranking equally with existing unsecured and unsubordinated indebtedness.
  • 4The Notes are structurally subordinated to all indebtedness and liabilities of Cencora's subsidiaries.
  • 5The respective indentures governing the notes contain covenants that limit the company's ability to create liens, enter into sale and leaseback transactions, and engage in mergers or significant asset sales.
  • 6Standard events of default are outlined, including non-payment, covenant breaches, and insolvency proceedings.
  • 7The company has filed supplemental indentures, a legal opinion, and a press release announcing the closing of the offering.

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