Cencora, Inc. Files 8-K Report

TL;DR

Cencora (ABC) filed an 8-K on 12/2/24 covering Reg FD and other events.

AI Summary

On December 2, 2024, Cencora, Inc. (formerly AmerisourceBergen Corp) filed an 8-K report. The filing primarily concerns Regulation FD disclosures and other events, along with financial statements and exhibits. The company, incorporated in Delaware, is headquartered at 1 West First Avenue, Conshohocken, PA.

Why It Matters

This 8-K filing provides important updates and disclosures from Cencora, Inc. to the public, impacting investors' understanding of the company's current status and regulatory compliance.

Risk Assessment

Risk Level: low — This filing is a routine 8-K report detailing disclosures and events, not indicating any immediate financial distress or significant operational change.

Key Players & Entities

• Cencora, Inc. (company) — Registrant
• AmerisourceBergen Corp (company) — Former company name
• December 2, 2024 (date) — Date of earliest event reported
• 1 West First Avenue, Conshohocken, PA 19428-1800 (address) — Principal executive offices

FAQ

Key Financial Figures

• $500,000,000 — news release announcing that it priced $500,000,000 aggregate principal amount of the Compa
• $600,000,000 — nior Notes due 2027 (the "2027 Notes"), $600,000,000 aggregate principal amount of the Compa
• $700,000,000 — r Notes due 2029 (the "2029 Notes") and $700,000,000 aggregate principal amount of the Compa
• $1.79 billion — l receive net proceeds of approximately $1.79 billion (after deducting the underwriting disco

Filing Documents

• tm2430040d1_8k.htm (8-K) — 37KB
• tm2430040d1_ex1-1.htm (EX-1.1) — 259KB
• tm2430040d1_ex99-1.htm (EX-99.1) — 10KB
• tm24230040d1_ex99-1img001.jpg (GRAPHIC) — 31KB
• 0001104659-24-125357.txt ( ) — 576KB
• cor-20241202.xsd (EX-101.SCH) — 3KB
• cor-20241202_lab.xml (EX-101.LAB) — 33KB
• cor-20241202_pre.xml (EX-101.PRE) — 22KB
• tm2430040d1_8k_htm.xml (XML) — 3KB

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On December 2, 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 4.625% Senior Notes due 2027 (the "2027 Notes"), $600,000,000 aggregate principal amount of the Company's 4.850% Senior Notes due 2029 (the "2029 Notes") and $700,000,000 aggregate principal amount of the Company's 5.150% Senior Notes due 2035 (the "2035 Notes" and, together with the 2027 Notes and the 2029 Notes, 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 December 2, 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 as well as provides for indemnification by each of the Company and the Underwriters against certain liabilities and contribution provisions in respect of those liabilities. Subject to the closing conditions specified in the Underwriting Agreement, the Company expects to consummate the sale of the Notes to the Underwriters on December 9, 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. 333-283481) (the "Shelf Registration Statement"), filed with the Securities and Exchange Commission on November 26, 2024. 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 $1.79 billion (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 finance a portion of the previously disclosed proposed acquisition (the "Acquisition") of the majority of Retina Consultants of America, to pay related fees and expenses and for general corporate purposes. The offering is not contingent on the completion of the Acquisition which, if completed, will occ

Forward-Looking Statements

Forward-Looking Statements Certain of the 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"). 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. These statements are based on management's current expectations and are 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, 2024 and elsewhere in that report and 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, dated as of December 2, 2024, by and among Cencora, Inc., BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the underwriters listed in Schedule 1 thereto. 99.1 News release of Cencora, Inc., dated December 2, 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. December 4, 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