McKesson Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
$MCK
Other Pharmaceuticals
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): April 1, 2026
(Exact Name of Registrant as Specified in Charter)
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(972 ) 446-4800
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Item 1.01 Entry into a Material Definitive Agreement.
On April 1, 2026, certain of McKesson Corporation’s (the “Company”) subsidiaries, including McKesson Medical-Surgical Top Holdings, Inc. (the “Borrower”), entered into a credit agreement (the “Credit Agreement”) with the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent providing for (i) a $750.0 million senior secured term “A” loan facility due 2031 (the “Term Loan A-1 Facility”), (ii) a $250.0 million senior secured term “A” loan facility due 2028 (the “Term Loan A-2 Facility” and, together with the Term Loan A-1 Facility, the “Term Loan A Facilities”) and (iii) a $1,000.0 million senior secured revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan A Facilities, the “Senior Secured Credit Facilities”). The Revolving Credit Facility matures on April 1, 2031. The Borrower and certain other subsidiaries of the Company also entered into security, guaranty and other related agreements in connection with the Credit Agreement.
Borrowings under the Term Loan A Facilities will bear interest at a rate selected by Borrower equal to either (i) the Adjusted Term SOFR Rate (as defined in the Credit Agreement), plus an applicable margin equal to 1.250% per annum or (ii) the Base Rate (as defined in the Credit Agreement), plus an applicable margin equal to 0.250% per annum. The Borrower selected an initial interest rate equal to the Adjusted Term SOFR Rate plus the applicable margin of 1.250% per annum. Borrowings under the Revolving Credit Facility will bear interest at a rate selected by Borrower at a rate initially equal to either (x) the Term Benchmark Rate (as defined in the Credit Agreement), plus an applicable margin equal to 1.250% per annum or (y) the Base Rate, plus an applicable margin equal to 0.250% per annum, in each case until financial statements for the fiscal quarter ending June 30, 2026 have been delivered, and thereafter at rates varying from 1.625% to 1.250% plus the Term Benchmark Rate or 0.625% to 0.250% plus the Base Rate, based on achievement of certain Total Net Leverage Ratios (as defined in the Credit Agreement) and certain public corporate credit ratings. In addition, the Borrower is required to pay a commitment fee at rates varying from 0.225% to 0.175%, based on achievement of certain Total Net Leverage Ratios and certain public corporate credit ratings.
All of the Borrower’s obligations under the Credit Agreement are secured, subject to certain exceptions and Excluded Assets (as defined in the Credit Agreement), by a security interest in substantially all tangible and intangible assets of the Borrower and certain material U.S. subsidiaries of the Borrower (such entities, collectively, the “Guarantors”).
The Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants applicable to the Borrower and the Guarantors, including, among other things, restrictions on indebtedness, liens, investments, fundamental changes, dispositions, and dividends and other distributions. The Credit Agreement also includes financial maintenance covenants requiring the Borrower to maintain a maximum Total Net Leverage Ratio and a minimum Interest Coverage Ratio, in each case, tested on a quarterly basis, and customary events of default.
In the ordinary course of their respective businesses, the lenders under the Senior Secured Credit Facilities and their affiliates have engaged, and may in the future engage, in commercial banking transactions, investment banking transactions or other services with the Company, the Borrower and its affiliates.
The foregoing description of the Senior Secured Credit Facilities does not purport to be complete and is qualified in its entirety by reference to the executed Credit Agreement filed as Exhibit 10.1.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information in Item 1.01 above is hereby incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 10.1 | ||||||||
| 104 | Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document | |||||||
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.
Date: April 6, 2026
| McKesson Corporation | ||||||||
| By: | /s/ Britt J. Vitalone | |||||||
| Britt J. Vitalone | ||||||||
| Executive Vice President and | ||||||||
| Chief Financial Officer | ||||||||