Filed Pursuant to Rule 433
Registration No. 333- 283481
December 2, 2024
Cencora, Inc.
$500,000,000 4.625% Senior Notes due 2027
$600,000,000 4.850% Senior Notes due 2029
$700,000,000 5.150% Senior Notes due 2035
Pricing Term Sheet
| $500,000,000 4.625% Senior Notes due 2027 | $600,000,000 4.850% Senior Notes due 2029 | $700,000,000 5.150% Senior Notes due 2035 | |
| Issuer: | Cencora, Inc. | ||
| Offering Format: | SEC Registered | ||
| Trade Date: | December 2, 2024 | ||
| Settlement Date*: | December 9, 2024 (T+5) | ||
| Joint Book-Running Managers: |
BofA Securities, Inc. Citigroup Global Markets Inc. J.P. Morgan Securities LLC BNP Paribas Securities Corp. MUFG Securities Americas Inc. Scotia Capital (USA) Inc. SG Americas Securities, LLC Truist Securities, Inc. |
BofA Securities, Inc. Citigroup Global Markets Inc. J.P. Morgan Securities LLC BNP Paribas Securities Corp. Morgan Stanley & Co. LLC PNC Capital Markets LLC TD Securities (USA) LLC U.S. Bancorp Investments, Inc. |
BofA Securities, Inc. Citigroup Global Markets Inc. J.P. Morgan Securities LLC BNP Paribas Securities Corp. Morgan Stanley & Co. LLC PNC Capital Markets LLC TD Securities (USA) LLC U.S. Bancorp Investments, Inc. |
| Co-Managers: |
Morgan Stanley & Co. LLC PNC Capital Markets LLC TD Securities (USA) LLC U.S. Bancorp Investments, Inc. BBVA Securities Inc. WauBank Securities LLC |
MUFG Securities Americas Inc. Scotia Capital (USA) Inc. SG Americas Securities, LLC Truist Securities, Inc. BBVA Securities Inc. WauBank Securities LLC |
MUFG Securities Americas Inc. Scotia Capital (USA) Inc. SG Americas Securities, LLC Truist Securities, Inc. BBVA Securities Inc. WauBank Securities LLC |
| Security Title: | 4.625% Senior Notes due 2027 | 4.850% Senior Notes due 2029 | 5.150% Senior Notes due 2035 |
| Principal Amount: | $500,000,000 | $600,000,000 | $700,000,000 |
| Coupon: | 4.625% | 4.850% | 5.150% |
| Maturity Date: | December 15, 2027 | December 15, 2029 | February 15, 2035 |
| Public Offering Price: | 99.815% of the principal amount | 99.968% of the principal amount | 99.945% of the principal amount |
| Yield to Maturity: | 4.691% | 4.857% | 5.158% |
| Spread to Benchmark Treasury: | 55 basis points | 77 basis points | 97 basis points |
| Benchmark Treasury Issue: | 4.125% due November 15, 2027 | 4.125% due November 30, 2029 | 4.250% due November 15, 2034 |
| Benchmark Treasury Price: | 99-30+ | 100-05+ | 100-16 |
| Benchmark Treasury Yield: | 4.141% | 4.087% | 4.188% |
| Ratings**: | Baa2 (Positive) (Moody’s) / BBB+ (Stable) (S&P) / A- (Stable) (Fitch) | ||
| Interest Payment Dates: | June 15 and December 15, beginning June 15, 2025 | June 15 and December 15, beginning June 15, 2025 | February 15 and August 15, beginning February 15, 2025 |
| Optional Redemption: | Make-whole call at T+10 basis points Par call on or after November 15, 2027 (the date that is one month prior to maturity) |
Make-whole call at T+12.5 basis points Par call on or after November 15, 2029 (the date that is one month prior to maturity) |
Make-whole call at T+15 basis points Par call on or after November 15, 2034 (the date that is three months prior to maturity) |
| Special Mandatory Redemption: | Mandatorily redeemable at 101% of the principal plus accrued and unpaid interest under the circumstances described in the preliminary prospectus supplement for this offering | ||
| Change of Control Triggering Event Put: | 101% of principal amount plus accrued interest to the date of purchase | ||
| CUSIP: | 03073E AV7 | 03073E AW5 | 03073E AY1 |
| ISIN: | US03073EAV74 | US03073EAW57 | US03073EAY14 |
*It is expected that delivery of the notes will be made against payment therefor on or about December 9, 2024, which is the fifth business day following the date hereof (such settlement cycle being referred to as “T+5”). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in one business day unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes prior to the date that is one business day prior to the settlement date will be required, by virtue of the fact that the notes initially will settle in T+5, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to their date of delivery hereunder should consult their own advisors.
*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
The issuer has filed an automatic shelf registration statement, including a prospectus dated November 26, 2024 (File No. 333-283481), and a preliminary prospectus supplement dated December 2, 2024 with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling BofA Securities, Inc. toll-free at 1-800-294-1322, Citigroup Global Markets Inc. toll-free at 1-800-831-9146, J.P. Morgan Securities LLC collect at 1-212-834-4533 or Wells Fargo Securities, LLC toll-free at 1-800-645-3751.
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