Cencora Files Routine 8-K for Feb 5 Event; No New Material Info

TL;DR

**Cencora filed a standard 8-K, nothing new to see here.**

AI Summary

Cencora, Inc. filed an 8-K on February 7, 2024, reporting an event that occurred on February 5, 2024. This filing is a routine update, primarily serving to satisfy Regulation FD Disclosure and other event reporting requirements. For investors, this filing indicates standard compliance and does not contain new material financial or operational information that would significantly alter the investment thesis for Cencora (COR) stock.

Why It Matters

This filing is largely administrative, confirming Cencora's compliance with SEC reporting requirements but not revealing any new information that would impact its stock price or business outlook.

Risk Assessment

Risk Level: low — This 8-K filing is a routine disclosure and does not introduce any new financial or operational risks to the company.

Analyst Insight

Investors should note this is a routine compliance filing and does not contain new material information that warrants immediate action. Continue to monitor for future filings that may contain substantive updates.

Key Players & Entities

• Cencora, Inc. (company) — the registrant filing the 8-K
• February 5, 2024 (date) — the date of the earliest event reported in the 8-K
• February 7, 2024 (date) — the date the 8-K was filed
• 1-16671 (other) — Cencora's Commission File Number
• COR (other) — Cencora's trading symbol on the NYSE

FAQ

Key Financial Figures

• $500,000,000 — news release announcing that it priced $500,000,000 aggregate principal amount of the Compa
• $494.6 million — l receive net proceeds of approximately $494.6 million (after deducting the underwriting disco
• $350 million — n, had an aggregate principal amount of $350 million outstanding under the receivables secur

Filing Documents

• tm245203d1_8k.htm (8-K) — 35KB
• tm245203d1_ex1-1.htm (EX-1.1) — 214KB
• tm245203d1_ex99-1.htm (EX-99.1) — 9KB
• 0001104659-24-011179.txt ( ) — 481KB
• cor-20240205.xsd (EX-101.SCH) — 3KB
• cor-20240205_lab.xml (EX-101.LAB) — 33KB
• cor-20240205_pre.xml (EX-101.PRE) — 22KB
• tm245203d1_8k_htm.xml (XML) — 3KB

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On February 5, 2024, Cencora, Inc. (the "Company" or "Cencora") issued a news release announcing that it priced $500,000,000 aggregate principal amount of the Company's 5.125% Senior Notes due 2034 (the "Notes") in an underwritten registered public offering. The news release is being furnished with this Current Report as Exhibit 99.1 and is incorporated herein by reference.

01. Other Events

Item 8.01. Other Events. On February 5, 2024, the Company entered into an Underwriting Agreement (the "Underwriting Agreement"), by and among the Company, BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC on behalf of themselves and as representatives of the several underwriters named therein (the "Underwriters"). The Underwriting Agreement provides for the issuance and sale by the Company, and the purchase by the Underwriters, of the Notes. The Notes will be senior unsecured obligations of the Company. The Underwriting Agreement contains representations, warranties, conditions and covenants of the parties thereto and provides for indemnification by each of the Company and the Underwriters against certain liabilities and contribution provisions in respect of those liabilities. The Company expects to consummate the sale of the Notes to the Underwriters, which is subject to the closing conditions specified in the Underwriting Agreement, on February 7, 2024. The offer and sale of the Notes have been registered under the Securities Act of 1933, as amended, pursuant to the Company's shelf registration statement on Form S-3 (Registration Statement No. 333-261306) (the "Shelf Registration Statement"), filed with the Securities and Exchange Commission on November 23, 2021. If the sale of the Notes is consummated pursuant to the terms set forth in the Underwriting Agreement, the Company estimates that it will receive net proceeds of approximately $494.6 million (after deducting the underwriting discount and offering expenses) from the sale of the Notes. The Company intends to use the net proceeds of the offering to redeem all of its 3.400% Senior Notes due May 15, 2024 (the "2024 Notes") with any remaining net proceeds to be used for general corporate purposes. Pending application of the net proceeds from the sale of the Notes for the foregoing purposes, the Company expects to invest such proceeds in high-qua

Forward-Looking Statements

Forward-Looking Statements Certain of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Securities Exchange Act"). Words such as "aim," "anticipate," "believe," "can," "continue," "could,", "estimate," "expect," "intend," "may," "might," "on track," "opportunity," "plan," "possible," "potential," "predict," "project," "seek," "should," "strive," "sustain," "synergy," "target," "will," "would"and similar expressions are intended to identify forward-looking statements, but the absence of these words does not mean that a uncertainty and changes in circumstances and speak only as of the date hereof. These statements are not guarantees of future performance and are based on assumptions and estimates that could prove incorrect or could cause actual results to vary materially from those indicated. A more detailed discussion of the risks and uncertainties that could cause our actual results to differ materially from those indicated is included in the "Risk Factors" and "Management's Discussion and Analysis" sections in the Company's Annual Report on Form 10-K for the fiscal year ended September, 30, 2023 and elsewhere in that report and (ii) other reports filed by the Company pursuant to the Securities Exchange Act. The Company undertakes no obligation to publicly update or revise any forward-looking statements, except as required by the federal securities laws.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibit Number Description 1.1 Underwriting Agreement for 5.125% Senior Notes due 2034, dated as of February 5, 2024. 99.1 News release of Cencora, Inc., dated February 5, 2024. 104 Cover Page Interactive Data File (formatted as inline XBRL)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Cencora, Inc. February 6, 2024 By: /s/ James F. Cleary Name: James F. Cleary Title: Executive Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR