Cencora, Inc. Files 8-K: Material Definitive Agreement
Ticker: COR · Form: 8-K · Filed: Feb 10, 2025 · CIK: 1140859
| Field | Detail |
|---|---|
| Company | Cencora, INC. (COR) |
| Form Type | 8-K |
| Filed Date | Feb 10, 2025 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 3 min |
| Key Dollar Amounts | $0.01, $50 million |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, filing, corporate-news
Related Tickers: COR
TL;DR
Cencora (COR) signed a big deal, filing an 8-K on Feb 10th.
AI Summary
On February 6, 2025, Cencora, Inc. entered into a material definitive agreement. The company also reported other events and filed financial statements and exhibits as part of this 8-K filing. The filing was made on February 10, 2025.
Why It Matters
This filing indicates a significant new agreement for Cencora, Inc., which could impact its future business operations and financial performance.
Risk Assessment
Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.
Key Players & Entities
- Cencora, Inc. (company) — Registrant
- February 6, 2025 (date) — Date of earliest event reported
- February 10, 2025 (date) — Filing date
- 1 West First Avenue Conshohocken PA 19428-1800 (address) — Principal executive offices
FAQ
What is the nature of the material definitive agreement entered into by Cencora, Inc. on February 6, 2025?
The filing states that Cencora, Inc. entered into a material definitive agreement on February 6, 2025, but the specific details of this agreement are not provided in the provided text.
What other items are reported in this 8-K filing besides the material definitive agreement?
In addition to the material definitive agreement, the filing also reports 'Other Events' and 'Financial Statements and Exhibits'.
When was this 8-K filing submitted to the SEC?
This 8-K filing was submitted to the SEC on February 10, 2025.
What is Cencora, Inc.'s principal executive office address?
Cencora, Inc.'s principal executive office is located at 1 West First Avenue, Conshohocken, PA 19428-1800.
What was Cencora, Inc.'s former company name?
Cencora, Inc.'s former company name was AmerisourceBergen Corp, with a date of name change on May 17, 2001.
Filing Stats: 759 words · 3 min read · ~3 pages · Grade level 10.8 · Accepted 2025-02-10 17:00:14
Key Financial Figures
- $0.01 — f the Company's common stock, par value $0.01 per share (the "Common Stock") directly
- $50 million — any in the Repurchase was approximately $50 million. The Repurchase was made under the Comp
Filing Documents
- tm255964d1_8k.htm (8-K) — 29KB
- tm255964d1_ex10-1.htm (EX-10.1) — 63KB
- tm255964d1_ex99-1.htm (EX-99.1) — 6KB
- tm255964d1_ex99-1img001.jpg (GRAPHIC) — 19KB
- 0001104659-25-010980.txt ( ) — 307KB
- cor-20250206.xsd (EX-101.SCH) — 3KB
- cor-20250206_lab.xml (EX-101.LAB) — 33KB
- cor-20250206_pre.xml (EX-101.PRE) — 22KB
- tm255964d1_8k_htm.xml (XML) — 3KB
01. Entry into a Material Definitive
Item 1.01. Entry into a Material Definitive Agreement. On February 6, 2025, Cencora, Inc. (the "Company") entered into a share repurchase agreement (the "Share Repurchase Agreement") with Walgreens Boots Alliance Holdings LLC (the "Selling Stockholder"), pursuant to which the Company agreed to repurchase 204,491 shares of the Company's common stock, par value $0.01 per share (the "Common Stock") directly from the Selling Stockholder (the "Repurchase"). The price per share paid by the Company is equal to the price per share at which the Selling Stockholder sold shares of Common Stock pursuant to the Rule 144 Sale (as defined below). The Repurchase was consummated on February 10, 2025. The aggregate price paid by the Company in the Repurchase was approximately $50 million. The Repurchase was made under the Company's share repurchase program and the repurchased shares will be held in treasury. The foregoing description of the Share Repurchase Agreement is qualified in its entirety by reference to the full text of the Share Repurchase Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
01. Other Events
Item 8.01. Other Events. The Repurchase occurred simultaneously with the Selling Stockholder's early settlement of certain previously disclosed variable prepaid forward sale contracts with financial institutions and the return of certain shares of Common Stock pledged by the Selling Stockholder to the financial institutions as security for those contracts (the "VPF Settlements"). Also on February 6, 2025, the Selling Stockholder sold 1,081,885 shares of Common Stock under Rule 144 of the Securities Act of 1933 (the "Rule 144 Sale"). After giving effect to the impact of the VPF Settlements, the Rule 144 Sale and the Repurchase, the Selling Stockholder owns 12,570,000 shares of Common Stock, which represents approximately 6.5% of the 193,712,591 total outstanding shares of Common Stock of the Company (based on 193,917,082 shares of Common Stock outstanding as of January 31, 2025, less the 204,491 shares of Common Stock repurchased in the Repurchase). The Selling Stockholder's remaining ownership of the Common Stock of the Company continues to be pledged to financial institutions to secure the Selling Stockholder's obligations under other existing variable prepaid forward sale contracts.
01. Financial
Item 9.01. Financial (d) Exhibits. Exhibit Number Description 10.1 Share Repurchase Agreement, dated as of February 6, 2025, by and between Cencora, Inc. and Walgreens Boots Alliance Holdings LLC. 99.1 News Release of Cencora, Inc., dated February 6, 2025. 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 10, 2025 By: /s/ James F. Cleary Name: James F. Cleary Title: Executive Vice President and Chief Financial Officer