Cardinal Health Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 22, 2024

Cardinal Health, Inc.

(Exact name of registrant as specified in its charter)

7000 Cardinal Place, Dublin, Ohio 43017

(Address of Principal Executive Offices) (Zip Code)

(614) 757-5000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On November 22, 2024, Cardinal Health, Inc. (the “Company”) completed a public offering of $500,000,000 aggregate principal amount of 4.700% Notes due 2026 (the “2026 Notes”), $750,000,000 aggregate principal amount of 5.000% Notes due 2029 (the “2029 Notes”), $1,000,000,000 aggregate principal amount of 5.350% Notes due 2034 (the “2034 Notes”) and $650,000,000 aggregate principal amount of 5.750% Notes due 2054 (the “2054 Notes” and, collectively with the 2026 Notes, the 2029 Notes and the 2034 Notes, the “Notes”). The offering was made pursuant to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-268237) previously filed with the Securities and Exchange Commission (the “Registration Statement”).

The Notes will be governed by an Indenture, dated as of June 2, 2008 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by the Second Supplemental Indenture, dated as of November 22, 2024 (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee.

The Company intends to use the net proceeds from the sale of the Notes to fund a portion of the consideration payable in connection with (i) the Company’s proposed acquisition of a majority of the outstanding equity interests of The GI Alliance Holdings, LLC (the “GIA Acquisition”) and the fees and expenses in connection therewith and (ii) the Company’s proposed acquisition of Advanced Diabetes Supply Group (together with the GIA Acquisition, the “Acquisitions”) and the fees and expenses in connection therewith. Pending application of the proceeds to fund the consideration payable in connection with the Acquisitions, the Company may temporarily use such funds for general corporate purposes.

If (i) the GIA Acquisition is not consummated on or before the later of (x) November 11, 2025 (the “End Date”); and (y) the date that is five business days after any later date to which the End Date may be extended in the Acquisition Agreement (as defined in the Second Supplemental Indenture) or (ii) the Company notifies the Trustee under the Indenture that the Company will not pursue the consummation of the GIA Acquisition, the Company will be required to redeem the Notes (the “Special Mandatory Redemption”), in whole, at a special mandatory redemption price equal to 101% of the aggregate principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (as defined in the Second Supplemental Indenture). The proceeds from the sale of the Notes will not be deposited into an escrow account pending completion of the GIA Acquisition or any Special Mandatory Redemption, nor will the Company be required to grant any security interest or other lien on those proceeds to secure any redemption of the Notes.

The foregoing descriptions of the Base Indenture, the Second Supplemental Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the Base Indenture, which is incorporated herein by reference as Exhibit 4.1 to this Current Report on Form 8-K, and each of the Second Supplemental Indenture, the form of the 2026 Notes, the form of the 2029 Notes, the form of the 2034 Notes and the form of the 2054 Notes, each of which are filed as Exhibits 4.2, 4.3, 4.4, 4.5 and 4.6, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

In connection with the issuance of the Notes, Patrick Pope, Esq., Executive Vice President, General Counsel and Secretary of the Company, and Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Company, delivered opinions to the Company regarding the legality of the Notes upon issuance and sale thereof. A copy of each opinion is filed as Exhibits 5.1 and 5.2, respectively.

The Company incorporates by reference the exhibits filed with this Current Report on Form 8-K into the Registration Statement.

As previously disclosed, in connection with its entry into the Acquisition Agreement, the Company entered into a commitment letter (the “Commitment Letter”) with Bank of America, N.A. (the “Commitment Party”) pursuant to which, subject to the terms and conditions set forth therein, the Commitment Party committed to provide a 364-day senior unsecured bridge term loan facility in an aggregate principal amount of $2.9 billion, the proceeds of which may be used for the payment of the consideration contemplated by, and the payment of fees and expenses incurred in connection with, the Acquisition Agreement. Commitments under the Commitment Letter were reduced, dollar for dollar, by the amount of net cash proceeds received by the Company in connection with the offering of the Notes. Following such reduction, on November 22, 2024, the Company delivered a notice to the Commitment Party terminating the excess commitments that remained outstanding under the Commitment Letter.

The descriptions of the Notes and the Second Supplemental Indenture in Item 1.01 of this Current Report on Form 8-K are incorporated herein by reference.

(d) Exhibits

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.