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

TL;DR

Cencora just signed a big financial deal, filing an 8-K to let everyone know.

AI Summary

On December 9, 2024, Cencora, Inc. entered into a material definitive agreement related to a direct financial obligation. The company, formerly known as AmerisourceBergen Corp, filed an 8-K report detailing this event. The filing does not specify the exact nature or dollar amount of the financial obligation.

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 — The filing indicates a material definitive agreement and a direct financial obligation, which warrants attention due to potential financial implications.

Key Players & Entities

• Cencora, Inc. (company) — Registrant
• AmerisourceBergen Corp (company) — Former company name
• December 9, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $500,000,000 — . (the "Company") completed the sale of $500,000,000 aggregate principal amount of the Compa
• $600,000,000 — e December 15, 2027 (the "2027 Notes"), $600,000,000 aggregate principal amount of the Compa
• $700,000,000 — ecember 15, 2029 (the "2029 Notes") and $700,000,000 aggregate principal amount of the Compa
• $3.3 billion — November 5, 2024, the Company obtained $3.3 billion in bridge financing commitments in conn
• $1.5 b — for a senior unsecured term facility of $1.5 billion, and, as a result of entering int
• $1.8 billion — nts under the Term Credit Agreement, to $1.8 billion. As a result of receiving net cash proc

Filing Documents

• tm2430350d1_8k.htm (8-K) — 47KB
• tm2430350d1_ex4-1.htm (EX-4.1) — 362KB
• tm2430350d1_ex4-2.htm (EX-4.2) — 366KB
• tm2430350d1_ex4-3.htm (EX-4.3) — 376KB
• tm2430350d1_ex5-1.htm (EX-5.1) — 19KB
• tm2430350d1_ex99-1.htm (EX-99.1) — 9KB
• tm2430350d1_ex5-1img01.jpg (GRAPHIC) — 9KB
• tm2430350d1_ex5-1img03.jpg (GRAPHIC) — 1KB
• tm2430350d1_ex5-1img02.jpg (GRAPHIC) — 1KB
• 0001104659-24-127207.txt ( ) — 1599KB
• cor-20241209.xsd (EX-101.SCH) — 3KB
• cor-20241209_lab.xml (EX-101.LAB) — 33KB
• cor-20241209_pre.xml (EX-101.PRE) — 22KB
• tm2430350d1_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. On December 9, 2024, Cencora, Inc. (the "Company") completed the sale of $500,000,000 aggregate principal amount of the Company's 4.625% Senior Notes due December 15, 2027 (the "2027 Notes"), $600,000,000 aggregate principal amount of the Company's 4.850% Senior Notes due December 15, 2029 (the "2029 Notes") and $700,000,000 aggregate principal amount of the Company's 5.150% Senior Notes due February 15, 2035 (the "2035 Notes" and, together with the 2027 Notes and the 2029 Notes, the "Notes"). The 2027 Notes were issued under and are governed by an Indenture, dated as of November 19, 2009 (the "Base Indenture"), between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the "Trustee"), as supplemented and amended by a Thirteenth Supplemental Indenture, dated as of December 9, 2024, by and between the Company and the Trustee (the "Thirteenth Supplemental Indenture" and, together with the Base Indenture, the "2027 Note Indenture"). The 2029 Notes were issued under and are governed by the Base Indenture, as supplemented and amended by a Fourteenth Supplemental Indenture, dated as of December 9, 2024, by and between the Company and the Trustee (the "Fourteenth Supplemental Indenture" and, together with the Base Indenture, the "2029 Note Indenture"). The 2035 Notes were issued under and are governed by the Base Indenture, as supplemented and amended by a Fifteenth Supplemental Indenture, dated as of December 9, 2024, by and between the Company and the Trustee (the "Fifteenth Supplemental Indenture" and, together with the Base Indenture, the "2035 Note Indenture"). The 2027 Note Indenture, the 2029 Note Indenture and the 2035 Note Indenture are collectively referred to herein as the "Indentures." The 2027 Notes bear interest at a rate of 4.625% per year, payable semiannually in arrears on June 15 and December 15 of each year, begin

03. Creation of a Direct Financial

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 above with respect to the Indentures and the Notes is hereby incorporated by reference into this Item 2.03 insofar as it relates to the creation of a direct financial obligation.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On December 9, 2024, the Company issued a news release announcing that it closed the offering of the Notes. 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. As previously reported in its Current Report on Form 8-K filed on November 8, 2024, on November 5, 2024, the Company obtained $3.3 billion in bridge financing commitments in connection with the proposed acquisition of Retina Consultants of America. As previously reported in its Current Report on Form 8-K filed on November 27, 2024, on November 26, 2024, 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"), providing for a senior unsecured term facility of $1.5 billion, and, as a result of entering into the Term Credit Agreement, the bridge financing commitments were at that time automatically reduced by $1.5 billion, which is the amount of the commitments under the Term Credit Agreement, to $1.8 billion. As a result of receiving net cash proceeds from the issuance of the Notes on December 9, 2024, on December 9, 2024, the Company terminated the remaining $1.8 billion in bridge financing commitments in their entirety. The legal opinion of Morgan, Lewis & Bockius LLP as to the validity of the Notes is attached as Exhibit 5.1 to this Current Report on Form 8-K and such opinion contains the consent of Morgan, Lewis & Bockius LLP to the filing of its opinion as an exhibit to this Current Report on Form 8-K.

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"). When used, 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 give no assurance that the Company's expectations will be attained. Factors that could have a material adverse effect on financial condition, liquidity, results of operations or future prospects or that could cause actual results, performance or achievements to differ materially from the Company's expectations include, but are not limited to: the Company's ability to respond to general macroeconomic conditions and geopolitical uncertainties, including financial market volatility and disruption, inflationary concerns, interest and currency exchange rates, and uncertain economic conditions in the United States and abroad; the Company's ability to respond to changes to customer or supplier mix and payment terms, or to changes to manufacturer pricing; the retention of key customer or supplier relationships under less favorable economics or the adverse resolution of any contract or other dispute with customers or suppliers; competition and industry consolidation of both customers and suppliers resulting in increasing pressure to reduce prices for the Company's products and services; risks associated with the Company's strategic, long-term relationship wit

01. Financial

Item 9.01. Financial Exhibit Number Description 4.1 Thirteenth Supplemental Indenture, dated December 9, 2024, by and between Cencora, Inc. and U.S. Bank Trust Company, National Association (including Form of 4.625% Senior Note due 2027). 4.2 Fourteenth Supplemental Indenture, dated December 9, 2024, by and between Cencora, Inc. and U.S. Bank Trust Company, National Association (including Form of 4.850% Senior Note due 2029). 4.3 Fifteenth Supplemental Indenture, dated December 9, 2024, by and between Cencora, Inc. and U.S. Bank Trust Company, National Association (including Form of 5.150% Senior Note due 2035). 5.1 Opinion of Morgan, Lewis & Bockius LLP. 23.1 Consent of Morgan, Lewis & Bockius LLP (contained in Exhibit 5.1). 99.1 News release of Cencora, Inc., dated December 9, 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 10, 2024 By: /s/ James F. Cleary Name: James F. Cleary Title: Executive Vice President and Chief Financial Officer

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View this 8-K filing on SEC EDGAR