8-KMaterial AgreementsFinancial EventsExhibits & Filings

MCKESSON CORP 8-K Report, Material Agreement (Mar 10, 2014)

Filed March 10, 2014For Securities:MCK

Summary

McKesson Corporation (MCK) filed an 8-K on March 10, 2014, to report a significant debt issuance. The company entered into an Underwriting Agreement on March 5, 2014, to sell a total of $4.1 billion in notes across various maturities and interest rates. This includes $400 million in Floating Rate Notes due 2015, $700 million in 1.292% Notes due 2017, $1.1 billion in 2.284% Notes due 2019, $1.1 billion in 3.796% Notes due 2024, and $800 million in 4.883% Notes due 2044. The net proceeds, approximately $4.068 billion after expenses, are intended to repay outstanding borrowings under the company's Senior Bridge Term Loan Agreement dated January 23, 2014. This issuance represents a strategic move to refinance short-term debt with longer-term obligations, providing greater financial flexibility and potentially reducing borrowing costs. Investors should note the various coupon rates and maturity dates, as well as the covenants and default provisions outlined in the associated Indenture and Officers' Certificate. The company has also incorporated relevant information regarding the notes and agreements by reference, including exhibits detailing the Underwriting Agreement and the specific forms of the notes.

Key Highlights

  • 1McKesson Corporation issued $4.1 billion in aggregate principal amount of senior notes across five tranches.
  • 2The notes have maturities ranging from September 2015 (Floating Rate Notes) to March 2044 (4.883% Notes).
  • 3Proceeds from the offering are earmarked to repay existing borrowings under a Senior Bridge Term Loan Agreement.
  • 4The issuance was conducted under the company's automatic shelf registration statement on Form S-3.
  • 5The notes are unsecured and unsubordinated obligations of McKesson, ranking equally with other unsecured and unsubordinated indebtedness.
  • 6Key covenants in the Indenture include limitations on liens, sale and leaseback transactions, and consolidation/merger/asset sale provisions.
  • 7A change of control event coupled with a credit rating downgrade could trigger a mandatory repurchase offer at 101% of the principal amount.

Frequently Asked Questions

The primary purpose of this debt issuance is to repay outstanding borrowings under McKesson Corporation's Senior Bridge Term Loan Agreement, dated January 23, 2014. This allows the company to refinance its short-term debt with longer-term obligations.

McKesson Corporation expects to receive net proceeds of approximately $4.068 billion from the sale of the notes, after deducting underwriting discounts and estimated offering expenses.

The issuance includes: - $400 million Floating Rate Notes due 2015 (interest at three-month LIBOR plus 0.40%) - $700 million 1.292% Notes due 2017 - $1.1 billion 2.284% Notes due 2019 - $1.1 billion 3.796% Notes due 2024 - $800 million 4.883% Notes due 2044.

Yes, the Indenture and Officers' Certificate include covenants that limit the company's ability to create certain liens on its assets, enter into sale and leaseback transactions, or consolidate, merge, or sell substantially all of its assets, subject to certain exceptions. Additionally, a change of control event combined with a specific credit rating downgrade would trigger a mandatory repurchase offer for the notes.