Cencora Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Other Events, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
On May 22, 2025, Cencora, Inc. (the “Company”) completed the sale of €500,000,000 aggregate principal amount of the Company’s 2.875% Senior Notes due May 22, 2028 (the “2028 Notes”) and €500,000,000 aggregate principal amount of the Company’s 3.625% Senior Notes due May 22, 2032 (the “2032 Notes” and, together with the 2028 Notes, the “Notes”). The 2028 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 Sixteenth Supplemental Indenture, dated as of May 22, 2025, by and between the Company, U.S. Bank Europe DAC, UK Branch (the “Paying Agent”) and the Trustee (the “Sixteenth Supplemental Indenture” and, together with the Base Indenture, the “2028 Note Indenture”). The 2032 Notes were issued under and are governed by the Base Indenture, as supplemented and amended by a Seventeenth Supplemental Indenture, dated as of May 22, 2025, by and between the Company, the Paying Agent and the Trustee (the “Seventeenth Supplemental Indenture” and, together with the Base Indenture, the “2032 Note Indenture”). The 2028 Note Indenture and the 2032 Note Indenture are collectively referred to herein as the “Indentures.”
The 2028 Notes bear interest at a rate of 2.875% per year, payable annually in arrears on May 22 beginning on May 22, 2026. The 2028 Notes will mature on May 22, 2028, unless earlier redeemed or repurchased. The Company may redeem the 2028 Notes, in whole or in part, at any time prior to April 22, 2028 at a “make-whole” redemption price set forth in the Sixteenth Supplemental Indenture (which redemption price may not be less than the principal amount of the 2028 Notes to be redeemed) and at any time on or after April 22, 2028 at 100% of the principal amount, in each case, plus accrued and unpaid interest, if any, to the date of redemption. The 2032 Notes bear interest at a rate of 3.625% per year, payable annually in arrears on May 22 of each year, beginning on May 22, 2026. The 2032 Notes will mature on May 22, 2032, unless earlier redeemed or repurchased. The Company may redeem the 2032 Notes, in whole or in part, at any time prior to February 22, 2032 at a “make-whole” redemption price set forth in the Seventeenth Supplemental Indenture (which redemption price may not be less than the principal amount of the 2032 Notes to be redeemed) and at any time on or after February 22, 2032 at 100% of the principal amount, in each case, plus accrued and unpaid interest, if any, to the date of redemption.
The Notes are unsecured and unsubordinated obligations of the Company. The Notes rank equal in right of payment with all of the Company’s existing and future unsecured and unsubordinated indebtedness and the Notes are structurally subordinated to all indebtedness and other liabilities, including trade payables, of the Company’s subsidiaries.
Subject to a number of important qualifications and exceptions, the Indentures, among other things, limit the Company’s ability and the ability of the Company’s restricted subsidiaries to create liens and to enter into sale and leaseback transactions and limit the Company’s ability to merge or consolidate with or into other entities or to sell, lease or convey all or substantially all of the Company’s and its restricted subsidiaries’ assets, taken as a whole.
The Indentures provide for certain events of default which include (subject in certain cases to grace and cure periods), among others, nonpayment of principal or interest; breach of covenants or warranties in the Indentures; defaults under or failure to pay certain other indebtedness; failure to pay certain final judgments; and certain events of bankruptcy, insolvency, reorganization, administration or similar proceedings. Generally, if an event of default occurs, (i) the Trustee and the holders of at least 25% in aggregate principal amount of the then outstanding 2028 Notes may declare all the 2028 Notes to be due and payable immediately, and (ii) the Trustee and the holders of at least 25% in aggregate principal amount of the then outstanding 2032 Notes may declare all the 2032 Notes to be due and payable immediately.
The foregoing is a brief description of certain terms of the Indentures and, by its nature, is incomplete. It is qualified in its entirety by the text of the Indentures. The Company is filing the Sixteenth Supplemental Indenture as Exhibit 4.1 to this Current Report on Form 8-K and the Seventeenth Supplemental Indenture as Exhibit 4.2 to this Current Report on Form 8-K, and has filed the Base Indenture with the Securities and Exchange Commission on November 23, 2009 as Exhibit 4.1 to the Company’s Current Report on Form 8-K, all of which are incorporated herein by reference.
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.
Item 8.01 Other Events.
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
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”). 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 subject to uncertainty and changes in circumstances and speak only as of the date hereof. These statements are not guarantees of 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 the Company’s 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.
Item 9.01 Financial Statements and 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.
| Cencora, Inc. | |||
| May 22, 2025 | By: | /s/ James F. Cleary | |
| Name: | James F. Cleary | ||
| Title: | Executive Vice President and Chief Financial Officer | ||