| Item 1.01. |
Entry Into a Material Definitive Agreement. |
On August 27, 2025, Cardinal Health, Inc. (the “Company”) completed a public offering of $600,000,000 aggregate principal amount of 4.500% Notes due 2030 (the “2030 Notes”) and $400,000,000 aggregate principal amount of 5.150% Notes due 2035 (the “2035 Notes” and, together with the 2030 Notes, the “Notes”). The offering was made pursuant to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-289513) previously filed with the Securities and Exchange Commission (the “Registration Statement”).
The Notes will be governed by an Indenture, dated as of June 2, 2008 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by the Third Supplemental Indenture, dated as of August 27, 2025 (the “Third Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee.
The Company intends to use the net proceeds from the sale of the Notes to fund a portion of the consideration payable in connection with the Company’s proposed acquisition of Solaris Health (the “Acquisition”) and the fees and expenses in connection therewith. Pending application of the proceeds to fund the consideration payable in connection with the Acquisition, the Company may temporarily use such funds for general corporate purposes.
If (i) the Acquisition is not consummated on or before the later of (x) August 12, 2026 (the “End Date”) and (y) the date that is five business days after any later date to which the End Date may be extended in the Acquisition Agreement (as defined in the Third Supplemental Indenture) or (ii) the Company notifies the Trustee under the Indenture that the Company will not pursue the consummation of the Acquisition, the Company will be required to redeem the Notes (the “Special Mandatory Redemption”), in whole, at a special mandatory redemption price equal to 101% of the aggregate principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (as defined in the Third Supplemental Indenture). The proceeds from the sale of the Notes will not be deposited into an escrow account pending completion of the Acquisition or any Special Mandatory Redemption, nor will the Company be required to grant any security interest or other lien on those proceeds to secure any redemption of the Notes.
The foregoing descriptions of the Base Indenture, the Third Supplemental Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the Base Indenture, which is incorporated herein by reference as Exhibit 4.1 to this Current Report on Form 8-K, and each of the Third Supplemental Indenture, the form of the 2030 Notes and the form of the 2035 Notes, each of which are filed as Exhibits 4.2, 4.3 and 4.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
In connection with the issuance of the Notes, Patrick Pope, Esq., Executive Vice President, General Counsel and Secretary of the Company, and White & Case LLP, counsel to the Company, delivered opinions to the Company regarding the legality of the Notes upon issuance and sale thereof. A copy of each opinion is filed as Exhibits 5.1 and 5.2, respectively.
The Company incorporates by reference the exhibits filed with this Current Report on Form 8-K into the Registration Statement.
