Cencora, Inc. Files 8-K for Material Definitive Agreement

TL;DR

Cencora just signed a big deal, filing an 8-K on it.

AI Summary

On November 26, 2024, Cencora, Inc. entered into a material definitive agreement related to a direct financial obligation. The company, formerly known as AmerisourceBergen Corp, filed this 8-K report with the SEC.

Why It Matters

This filing indicates Cencora has entered into a significant financial agreement, which could impact its financial obligations and future operations.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new financial obligations or risks that may affect the company's performance.

Key Players & Entities

• Cencora, Inc. (company) — Registrant
• AmerisourceBergen Corp (company) — Former company name
• November 26, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $1.5 billion — for a senior unsecured term facility of $1.5 billion (the "Term Loan"), which matures three
• $2.4 billion — nts contained in the Company's existing $2.4 billion multi-currency senior unsecured revolvi
• $3.3 billion — h the Acquisition, the Company obtained $3.3 billion in bridge financing commitments to fund
• $1.5 b — ents have been automatically reduced by $1.5 billion, which is the amount of the commi
• $1.8 billion — nts under the Term Credit Agreement, to $1.8 billion. The foregoing description of the Term
• $1.0 billion — ursuant to which the Company obtained a $1.0 billion senior unsecured revolving credit facil
• $1.45 billion — erve various roles in connection with a $1.45 billion receivables securitization facility to

Filing Documents

• tm2429483d1_8k.htm (8-K) — 36KB
• tm2429483d1_ex10-1.htm (EX-10.1) — 549KB
• tm2429483d1_ex10-2.htm (EX-10.2) — 574KB
• 0001104659-24-123450.txt ( ) — 1576KB
• cor-20241126.xsd (EX-101.SCH) — 3KB
• cor-20241126_lab.xml (EX-101.LAB) — 33KB
• cor-20241126_pre.xml (EX-101.PRE) — 22KB
• tm2429483d1_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Term Loan Facility for Proposed Acquisition of Retina Consultants of America On November 26, 2024, Cencora, Inc., a Delaware corporation (the "Company"), entered into a Term Credit Agreement, among the Company, the lenders party thereto and Bank of America, N.A., as administrative agent (the "Term Credit Agreement"). The Company entered into the Term Credit Agreement in connection with the previously announced proposed acquisition (the "Acquisition") of Retina Consultants of America. The Term Credit Agreement provides for a senior unsecured term facility of $1.5 billion (the "Term Loan"), which matures three years from the date on which the Term Loan is drawn under the Term Credit Agreement (such date on which the Acquisition is consummated and the Term Loan is drawn, the "Closing Date"). The proceeds of the Term Loan will be used to pay a portion of the cash consideration in respect of the Acquisition and to pay fees and expenses incurred in connection with the Acquisition. The funding under the Term Credit Agreement is subject to closing conditions, including the consummation of the Acquisition. The Term Loan will bear interest at a rate equal to either an adjusted Term SOFR rate plus an applicable margin or an alternate base rate plus an applicable margin, in each case based on the Company's public debt ratings by Standard & Poor's Ratings Services, Moody's Investors Service, Inc. and Fitch, Inc. Such applicable margins range from 87.5 basis points to 137.5 basis points over the adjusted Term SOFR rate and 0 basis points to 37.5 basis points over the alternate base rate, in each case, as determined in accordance with the provisions of the Term Credit Agreement. In addition, commencing on March 5, 2025, an undrawn commitment fee will begin to accrue on the aggregate amount of unused commitments under the Term Credit Agreement. The Company has the right to prepay the Term Loan at any time, in whole or in p

03. Creation of Direct Financial Obligation or an Obligation

Item 2.03. Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 above is hereby incorporated by reference into this Item 2.03.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 10.1 Term Credit Agreement, dated as of November 26, 2024, among Cencora, Inc., the lenders party thereto and Bank of America, N.A., as Administrative Agent. 10.2 Credit Agreement, dated as of November 26, 2024, among Cencora, Inc., the lenders party thereto and Bank of America, N.A., as Administrative Agent. 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 27, 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