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Cencora Closes $500 Million Senior Notes Offering

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Cencora, Inc. (COR) has successfully closed a public offering of $500 million aggregate principal amount of its 5.125% Senior Notes due 2034. The company filed a registration statement with the SEC and intends to use the net proceeds to redeem its 3.400% Senior Notes due May 15, 2024, with any remaining funds for general corporate purposes. The joint book-running managers for the offering were BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, and Wells Fargo Securities, LLC.
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The issuance of $500 million in 5.125% Senior Notes due 2034 by Cencora, Inc. represents a strategic refinancing move, likely aimed at capitalizing on the current interest rate environment to manage future debt obligations. By redeeming the 3.400% Senior Notes due in 2024, Cencora is effectively restructuring its debt profile. This action could lead to an improved debt maturity schedule and potentially lower interest expenses in the short term, despite the higher interest rate on the new notes.

Investors and analysts will be closely monitoring the impact of this debt issuance on Cencora's leverage ratios and interest coverage metrics. The company's ability to service its debt is crucial for maintaining credit ratings and investor confidence. Additionally, the allocation of any remaining proceeds towards general corporate purposes suggests potential for future investments or acquisitions, which could influence Cencora's growth trajectory and stock performance.

The public offering of Senior Notes is an indicator of Cencora's market perception and creditworthiness. The involvement of prominent financial institutions as joint book-running managers reflects a certain level of confidence in the company's financial stability and market position.

From a market perspective, the details of the offering, such as the interest rate and the maturity date, will be compared against industry benchmarks and the current economic climate. Investors will be interested in how this debt issuance aligns with Cencora's long-term strategic plans and whether it signals expansion or a defensive move to strengthen the balance sheet amidst economic uncertainties.

The legal implications of this transaction are non-trivial, as it involves a registered public offering under an effective shelf registration statement. Compliance with SEC regulations and the proper execution of redemption of the 2024 Notes are critical to avoid legal pitfalls.

The clear communication to holders of the 2024 Notes regarding the redemption process is also a key legal aspect. It is important for the company to adhere to the terms of the notes and the governing trust agreement to ensure a smooth transaction. Investors will be looking for transparency and adherence to legal and regulatory requirements throughout this process, as any missteps could have significant legal and financial repercussions.

CONSHOHOCKEN, Pa.--(BUSINESS WIRE)-- Cencora, Inc. (NYSE: COR) today announced the closing of its public offering of $500 million aggregate principal amount of its 5.125% Senior Notes due 2034 (the “Notes”), in an underwritten registered public offering. The offering was made pursuant to an effective shelf registration statement Cencora filed with the Securities and Exchange Commission (the “SEC”) on November 23, 2021.

Cencora intends to use the net proceeds from the offering to redeem all of its 3.400% Senior Notes due May 15, 2024 (CUSIP 03073E AL9) (the “2024 Notes”) with any remaining net proceeds to be used for general corporate purposes.

The joint book-running managers for the offering were BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC. Cencora filed a final prospectus supplement and an accompanying prospectus with the SEC in connection with the offering of the Notes. Copies of these materials can be made available by contacting: BofA Securities, Inc., NC1-022-02-25, 201 North Tryon Street, Charlotte, North Carolina 28255, Attention: Prospectus Department, email: dg.prospectus_requests@bofa.com or telephone: 1-800-294-1322; Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, email: prospectus@citi.com or telephone: 1-800-831-9146; J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 or telephone: 1-866-803-9204; or Wells Fargo Securities LLC, 608 2nd Avenue South, Suite 1000, Minneapolis, Minnesota 55402, Attention: WFS Customer Service Care (phone: 1-800-645-3751; email: wfscustomerservice@wellsfargo.com). Electronic copies of the final prospectus supplement and accompanying prospectus are also available on the SEC’s Web site at www.sec.gov.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall there be any sale of the Notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. In addition, this news release does not constitute a notice of redemption with respect to the 2024 Notes or an obligation to redeem the 2024 Notes. Holders of the 2024 Notes should refer to the terms of the 2024 Notes and the notice of redemption delivered to the registered holders of the 2024 Notes by U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee for the 2024 Notes.

About Cencora

Cencora is a leading global pharmaceutical solutions organization centered on improving the lives of people and animals around the world. We partner with pharmaceutical innovators across the value chain to facilitate and optimize market access to therapies. Care providers depend on us for the secure, reliable delivery of pharmaceuticals, healthcare products, and solutions. Our 46,000+ worldwide team members contribute to positive health outcomes through the power of our purpose: We are united in our responsibility to create healthier futures. Cencora is ranked #11 on the Fortune 500 and #24 on the Global Fortune 500 with more than $250 billion in annual revenue.

Cencora’s Cautionary Note Regarding Forward-Looking Statements

Certain of the statements contained in this press release 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 our 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, 2023 and elsewhere in that report and (ii) 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.

Bennett S. Murphy

Senior Vice President, Head of Investor Relations & Treasury

610-727-3693

bennett.murphy@cencora.com

Source: Cencora

FAQ

What is the ticker symbol for Cencora, Inc.?

The ticker symbol for Cencora, Inc. is COR.

What was the principal amount of the Senior Notes offered by Cencora, Inc.?

The principal amount of the Senior Notes offered by Cencora, Inc. was $500 million.

When are the 5.125% Senior Notes due?

The 5.125% Senior Notes are due in 2034.

What will Cencora, Inc. do with the net proceeds from the offering?

Cencora, Inc. intends to use the net proceeds to redeem its 3.400% Senior Notes due May 15, 2024, and any remaining funds will be used for general corporate purposes.

Who were the joint book-running managers for the offering?

The joint book-running managers for the offering were BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, and Wells Fargo Securities, LLC.

Cencora, Inc.

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