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Cencora Prices $500 Million 5.125% Senior Notes Due 2034

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Cencora, Inc. (NYSE: COR) has announced the pricing of $500 million aggregate principal amount of its 5.125% Senior Notes due 2034 in a public offering. The company plans to use the net proceeds to redeem all of its 3.400% Senior Notes due May 15, 2024, with any remaining net proceeds for general corporate purposes. The joint book-running managers for the offering are BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, and Wells Fargo Securities, LLC. The offering is expected to close on February 7, 2024, subject to customary closing conditions.
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The pricing of Cencora, Inc.'s $500 million in Senior Notes at an interest rate of 5.125% is a strategic financial move aimed at restructuring the company's debt profile. By redeeming their existing 3.400% Senior Notes due in 2024 with the proceeds, Cencora is effectively locking in a higher interest rate for a longer period, until 2034. This decision likely reflects a careful analysis of the current interest rate environment and the anticipation of rising rates in the future. The higher interest rate could indicate that Cencora is willing to pay more for the certainty of long-term financing, which could be attractive to investors looking for fixed-income opportunities in a potentially volatile market.

However, the increase in interest expenses due to the higher rate will impact Cencora's financial statements. Stakeholders should monitor the company's ability to generate sufficient cash flow to service this new debt. Additionally, the use of any remaining proceeds for general corporate purposes is quite broad and investors would benefit from more specificity regarding these allocations to assess the potential impact on Cencora's operational efficiency and growth prospects.

In the context of debt markets, Cencora's decision to issue new Senior Notes can be seen as a proactive approach to debt management. The company's choice of joint book-running managers, which includes prominent financial institutions such as BofA Securities and J.P. Morgan, suggests a strong underwriting process and the likelihood of a successful offering. The involvement of these institutions also implies a vote of confidence in Cencora's creditworthiness and future performance.

From a market perspective, the timing of this offering and the chosen interest rate are crucial. They reflect the company's assessment of investor appetite for corporate debt and prevailing market conditions. Given that the offering is being made pursuant to an effective shelf registration statement filed back in 2021, it indicates that Cencora had been planning this move well in advance, showcasing a strategic approach to capital management and agility in responding to market conditions.

This transaction represents a refinancing strategy, where Cencora is taking advantage of the current capital market conditions to manage its debt maturity profile. By issuing new debt to redeem older notes, the company is essentially extending its debt maturity, which can be a prudent move to avoid the risk of refinancing under potentially less favorable conditions in the near term. This strategy can provide the company with more financial flexibility and stability.

However, it is important to assess the implications of issuing debt at a higher interest rate. While it may alleviate short-term liquidity concerns, it increases long-term interest obligations. Stakeholders should consider the company's long-term financial strategy and whether the interest rate reflects an appropriate risk premium for the extended maturity and current credit market conditions. The impact on the company's cost of capital and leverage ratios are also critical factors that could influence future investment and operational decisions.

CONSHOHOCKEN, Pa.--(BUSINESS WIRE)-- Cencora, Inc. (NYSE: COR) today announced that it priced $500 million aggregate principal amount of its 5.125% Senior Notes due 2034 (the “Notes”), in an underwritten registered public offering. The offering is being made pursuant to an effective shelf registration statement Cencora filed with the Securities and Exchange Commission (the “SEC”) on November 23, 2021. The offering is expected to close on February 7, 2024, subject to the satisfaction of customary closing conditions. Cencora intends to use the net proceeds from the offering to redeem all of its 3.400% Senior Notes due May 15, 2024 (the “2024 Notes”) with any remaining net proceeds to be used for general corporate purposes.

The joint book-running managers for the offering are BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC. Earlier today, Cencora filed a preliminary 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 Care (phone: 1-800-645-3571; email: wfscustomerservice@wellsfargo.com). Electronic copies of the preliminary 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 issue any such notice of redemption. Any such notice of redemption, if given, will only be given in accordance with the terms of 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 purpose of the $500 million aggregate principal amount of 5.125% Senior Notes due 2034 offering?

The net proceeds from the offering will be used to redeem all of Cencora, Inc.'s 3.400% Senior Notes due May 15, 2024, with any remaining net proceeds for general corporate purposes.

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

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

When is the offering expected to close?

The offering is expected to close on February 7, 2024, subject to the satisfaction of customary closing conditions.

Where can copies of the preliminary prospectus supplement and accompanying prospectus be obtained?

Copies of these materials can be made available by contacting BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, or Wells Fargo Securities LLC. Electronic copies are also available on the SEC’s website.

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