false
0001140859
0001140859
2025-12-12
2025-12-12
0001140859
us-gaap:CommonStockMember
2025-12-12
2025-12-12
0001140859
COR:Sec2.875SeniorNotesDue2028Member
2025-12-12
2025-12-12
0001140859
COR:Sec3.625SeniorNotesDue2032Member
2025-12-12
2025-12-12
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): December 12, 2025
Cencora, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 1-16671
| Delaware |
|
23-3079390 |
| (State or other jurisdiction of |
|
(I.R.S. Employer |
| incorporation or organization) |
|
Identification No.) |
1 West First Avenue
Conshohocken, PA |
|
19428-1800 |
| (Address of principal executive offices) |
|
(Zip Code) |
(610) 727-7000
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report.)
Securities registered pursuant
to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of exchange on which registered |
| Common Stock |
COR |
New York Stock Exchange (NYSE) |
| 2.875% Senior Notes due 2028 |
COR28 |
New York Stock Exchange (NYSE) |
| 3.625% Senior Notes due 2032 |
COR32 |
New York Stock Exchange (NYSE) |
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item
7.01 Regulation FD Disclosure.
On December 15,
2025, Cencora, Inc. (the “Company”) issued a press release announcing that the Company has agreed to acquire the majority
of the outstanding equity interests that it does not currently own in OneOncology, a physician-led national platform empowering independent
medical specialty practices rooted in oncology, from TPG, a global alternative asset management firm. A copy
of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information in this Item
7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, is being furnished to the Securities and Exchange Commission
(the “SEC”) and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information shall not
be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly
set forth by specific reference to such filing.
Item 8.01
Other Events.
On December 12, 2025, the Company entered into an agreement to
acquire the majority of the outstanding equity interests that it does not currently own in OneOncology from TPG and other
shareholders for approximately $3.6 billion and retire its existing corporate debt of $1.3 billion, for a total cash consideration
of approximately $5.0 billion. OneOncology’s affiliated practices and management will retain a minority interest in
OneOncology. The Company expects to fund the transaction through new debt financing, and has obtained $4.5 billion in bridge
financing commitments. The transaction is subject to the satisfaction of customary closing conditions, including receipt of required
regulatory approvals.
Cautionary Note Regarding Forward-Looking Statements
Certain of the statements contained in this Current Report on Form
8-K are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Exchange Act. Such forward-looking statements may include, without limitation, statements about the proposed transaction with
OneOncology, the expected timetable for completing the proposed transaction, the benefits of the proposed transaction, future opportunities
for the Company and OneOncology and any other statements regarding the Company’s or OneOncology’s future operations, financial
or operating results, anticipated business levels, future earnings, planned activities, anticipated growth, market opportunities, strategies,
and other expectations for future periods. 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. Because forward-looking
statements inherently involve risks and uncertainties, actual future results may differ materially from those expressed or implied by
such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to: inherent
uncertainties involved in the estimates and judgments used in the preparation of financial statements and the providing of estimates
of financial measures, in accordance with GAAP and related standards, or on an adjusted basis; the Company’s or OneOncology’s
failure to achieve expected or targeted future financial and operating performance and results; the possibility that the Company may
be unable to achieve expected benefits, synergies and operating efficiencies in connection with the transaction within the expected time
frames or at all; business disruption being greater than expected following the transaction; the recruiting and retention of key physicians
and employees being more difficult following the transaction; the effect of any changes in customer and supplier relationships and customer
purchasing patterns; the impacts of competition; changes in the economic and financial conditions of the business of the Company or OneOncology;
the Company’s de-leveraging plans and the ability of the Company to maintain its investment grade rating; and uncertainties and
matters beyond the control of management and other factors described under “Risk Factors” in the Company’s Annual Reports
on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the SEC. You can access the Company’s filings with the SEC
through the SEC website at www.sec.gov or through the Company’s website, and the Company strongly encourages you to do so.
Except as required by applicable law, the Company undertakes no obligation to update any statements herein for revisions or changes after
the date of this communication.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated December 15, 2025, of Cencora, Inc. |
| 104 |
|
Cover Page Interactive Data File (formatted as inline XBRL) |
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.
| |
Cencora, Inc. |
| |
|
| December 15, 2025 |
By: |
/s/ Robert P. Mauch |
| |
|
Name: Robert P. Mauch |
| |
|
Title: President and Chief Executive Officer |
