8-KMaterial AgreementsFinancial EventsOther Events+1

MCKESSON CORP 8-K Report, Agreement Terminated (Jun 16, 2023)

Filed June 16, 2023For Securities:MCK

Summary

McKesson Corporation (MCK) filed an 8-K on June 15, 2023, detailing the closing of a significant debt offering and the subsequent satisfaction and discharge of a prior debt instrument. The company successfully issued and sold $1 billion in aggregate principal amount of new notes, comprising $400 million of 4.900% Notes due 2028 and $600 million of 5.100% Notes due 2033. This offering was conducted under their existing shelf registration statement and will provide approximately $991.2 million in net proceeds after underwriting expenses. The proceeds from this offering were strategically utilized. A portion was used to fund the repurchase of outstanding 3.796% Notes due 2024 through a concurrent tender offer, and to satisfy and discharge the related indenture. The remaining proceeds are earmarked for general corporate purposes. This move indicates proactive debt management and a refinancing strategy to potentially lower borrowing costs and extend maturity profiles. Investors should note the terms of the new notes, including redemption provisions, covenants, and a change of control provision that includes a repurchase obligation upon a downgrade to below investment grade.

Key Highlights

  • 1McKesson raised $1 billion through the issuance of new debt: $400 million in 4.900% Notes due 2028 and $600 million in 5.100% Notes due 2033.
  • 2The company received approximately $991.2 million in net proceeds from the notes offering after underwriting fees.
  • 3Proceeds were used to repurchase a portion of its 3.796% Notes due 2024 via a concurrent tender offer.
  • 4The 2024 Notes Indenture was satisfied and discharged following the tender offer, releasing McKesson from its obligations.
  • 5The new notes are unsecured and unsubordinated, ranking equally with existing unsecured and unsubordinated debt.
  • 6A change of control provision requires McKesson to offer to repurchase the new notes at 101% of principal if a change of control occurs and the notes are downgraded below investment grade.
  • 7The remaining proceeds from the offering are intended for general corporate purposes.

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