Cencora, Inc. Files 8-K Report

TL;DR

Cencora (ABC) filed an 8-K on Nov 5th - standard disclosures, check for details.

AI Summary

On November 5, 2024, Cencora, Inc. (formerly AmerisourceBergen Corp) filed an 8-K report. The filing primarily concerns Regulation FD disclosures and other events, including financial statements and exhibits. The company's principal executive offices are located at 1 West First Avenue, Conshohocken, PA.

Why It Matters

This 8-K filing provides important updates and disclosures from Cencora, Inc. to investors and the public regarding company events and financial information.

Risk Assessment

Risk Level: low — This filing is a routine 8-K report detailing standard corporate disclosures and events, not indicating any immediate material adverse changes.

Key Players & Entities

• Cencora, Inc. (company) — Registrant
• AmerisourceBergen Corp (company) — Former company name
• November 5, 2024 (date) — Date of earliest event reported
• 1 West First Avenue, Conshohocken, PA 19428-1800 (location) — Principal executive offices address

FAQ

Key Financial Figures

• $4.6 b — on an enterprise value of approximately $4.6 billion, subject to a customary working c
• $4.3 billion — utlay at closing would be approximately $4.3 billion. At closing, the Company expects to hol
• $500 million — ides for the potential payment of up to $500 million in aggregate contingent consideration i
• $3.3 billion — nd new debt financing, and has obtained $3.3 billion in bridge financing commitments in conn

Filing Documents

• tm2427560d2_8k.htm (8-K) — 31KB
• tm2427560d2_ex99-1.htm (EX-99.1) — 24KB
• tm2427560d2_ex99-1img01.jpg (GRAPHIC) — 19KB
• 0001104659-24-115578.txt ( ) — 261KB
• cor-20241105.xsd (EX-101.SCH) — 3KB
• cor-20241105_lab.xml (EX-101.LAB) — 33KB
• cor-20241105_pre.xml (EX-101.PRE) — 22KB
• tm2427560d2_8k_htm.xml (XML) — 3KB

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On November 6, 2024, Cencora, Inc. (the "Company") issued a press release announcing that it has entered into a definitive agreement to acquire Retina Midco, Inc. ("Retina Consultants of America" or "RCA"), a leading management services organization (MSO) of retina specialists, a copy of which is furnished as Exhibit 99.1 hereto. The information in this Item 7.01 of this Current Report, including Exhibit 99.1 hereto, is being furnished to the Securities and Exchange Commission and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

01. Other Events

Item 8.01. Other Events. On November 5, 2024, the Company entered into an agreement to acquire RCA, a portfolio company of Webster Equity Partners. Under the terms of the agreement, the Company will acquire RCA for cash based on an enterprise value of approximately $4.6 billion, subject to a customary working capital and net-debt adjustment. RCA's affiliated practices, physicians and management will rollover a portion of their equity in RCA. After giving effect to the rollover, a cash capitalization of RCA that the Company intends to make, and the payment of transaction fees and expenses, the Company's expected cash outlay at closing would be approximately $4.3 billion. At closing, the Company expects to hold approximately 85% ownership in RCA. The agreement also provides for the potential payment of up to $500 million in aggregate contingent consideration in fiscal year 2027 and fiscal year 2028, subject to the successful completion of certain predefined business objectives. The Company expects to fund the transaction through a combination of cash on hand and new debt financing, and has obtained $3.3 billion in bridge financing commitments in connection with the transaction. The transaction is subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals. Cencora's Cautionary Note Regarding

Forward-Looking Statements

Forward-Looking Statements Certain of the statements contained in this Current Report on Form 8-K are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Securities Exchange Act"). Such forward-looking the proposed transaction, the benefits of the proposed transaction, future opportunities for Cencora and RCA and any other statements regarding Cencora's or RCA's future operations, financial or operating results, anticipated business levels, future earnings, planned activities, anticipated growth, market opportunities, strategies, and other expectations for future periods. 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 statement is not forward-looking. Because forward-looking statements inherently involve risks and uncertainties, actual future results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to: the parties' ability to meet expectations regarding the timing of the proposed transaction; the parties' ability to consummate the proposed transaction; the regulatory approvals required for the proposed transaction not being obtained on the terms expected or on the anticipated schedule or at all; inherent uncertainties involved in the estimates and judgments used in the preparation of financial statements and the providing of

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press Release, dated November 6, 2024, of Cencora, Inc. 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. November 8, 2024 By: /s/ Robert P. Mauch Name: Robert P. Mauch Title: President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR