STOCK TITAN

Cencora (NYSE: COR) lifts revolver to $7.0B, reshapes receivables deal

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Cencora, Inc. amended and restated its multi-currency senior unsecured revolving credit facility, increasing aggregate lender commitments to $7.0 billion from $5.5 billion and extending the maturity to July 2031. Borrowings accrue interest at margins ranging from 69.5 to 110 basis points over benchmark rates and 0 to 10 basis points over alternate base and Canadian prime rates, with covenants including a maximum financial leverage ratio and customary events of default.

The company also executed an Omnibus Amendment to its receivables securitization structure, reducing the Receivables Securitization Facility commitment from $1.5 billion to $1.0 billion while increasing the accordion feature to $1.0 billion and adding a new uncommitted purchaser. Accounts receivable originated by ABDC and ASD are sold to ARFC, which in turn sells interests to purchaser groups, with Cencora acting as performance guarantor, providing an additional liquidity and funding source for ongoing business needs.

Positive

  • None.

Negative

  • None.

Filing Explained

Although Item 2.03 identifies a direct financial obligation, the July 31 agreements disclose financing commitments and availability—not a borrowing, proceeds received, or amount drawn. The revolving facility’s commitments rose to $7.0 billion, while the receivables facility’s commitment fell to $1.0 billion; its additional $1.0 billion accordion remains subject to participating-bank approval.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Revolving credit commitments $7.0 billion Aggregate commitments under the Multi-Currency Revolving Credit Facility after July 31, 2026 amendment
Prior revolving credit commitments $5.5 billion Aggregate commitments under the Multi-Currency Revolving Credit Facility before the amendment
Revolving facility maturity July 2031 Stated maturity date of the amended Multi-Currency Revolving Credit Facility
Interest margin over benchmarks 69.5–110 basis points Spread over Term SOFR, Term CORRA, EURIBO Rate and the RFR based on debt ratings
Interest margin over base rates 0–10 basis points Spread over the alternate base rate and Canadian prime rate under the facility
Receivables facility size $1.0 billion Commitment size of the Receivables Securitization Facility after the Omnibus Amendment
Prior receivables facility size $1.5 billion Previous commitment size of the Receivables Securitization Facility
Accordion feature $1.0 billion Maximum optional increase in receivables facility commitments under the accordion feature
Multi-Currency Revolving Credit Facility financial
"previously obtained a multi-currency senior unsecured revolving credit facility"
A multi-currency revolving credit facility is a bank loan that a company can draw, repay and draw again, much like a business credit card, but with the ability to borrow in several different currencies. It matters to investors because it gives a company flexible short-term funding, helps manage cash needs and currency exposure, and affects borrowing costs and financial resilience if markets or exchange rates move.
Receivables Securitization Facility financial
"pursuant to which such subsidiaries previously obtained a receivables securitization facility"
accordion feature financial
"increased the accordion feature from $500 million to $1.0 billion"
An accordion feature is a clause in a loan or financing agreement that allows a company to expand the size of a credit line or the amount of securities available under the same contract without drafting a completely new deal. Like a suitcase that can be extended to hold more items, it gives a company quick flexibility to raise extra money, which can help fund growth but may increase debt or dilute existing shareholders—so investors watch it for changes in risk and ownership.
performance guarantor financial
"the Company serves as the performance guarantor of ASD’s obligations"
Term SOFR financial
"ranges from 69.5 basis points to 110 basis points over Term SOFR"
Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.

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FAQ

What changes did Cencora (COR) make to its multi-currency revolving credit facility?

Cencora increased its multi-currency senior unsecured revolving credit facility commitments to $7.0 billion from $5.5 billion, extended the maturity to July 2031, and adjusted covenants, representations and other terms under an amended and restated credit agreement with a syndicate of lenders and JPMorgan as administrative agent.

How are interest rates determined under Cencora (COR)’s amended revolving credit facility?

Interest on borrowings is based on Cencora’s public debt ratings, ranging from 69.5 to 110 basis points over Term SOFR, Term CORRA, the EURIBO Rate or the RFR, and from 0 to 10 basis points over the alternate base rate and Canadian prime rate, as applicable.

What changes were made to Cencora (COR)’s receivables securitization facility?

The receivables securitization facility commitment was reduced from $1.5 billion to $1.0 billion, while the accordion feature was increased from $500 million to $1.0 billion, and a new uncommitted purchaser was added, giving Cencora the option to expand commitments subject to bank approval.

How does the receivables securitization facility support Cencora (COR)’s liquidity?

Accounts receivable from ABDC and ASD are sold to ARFC, which may sell interests in those receivables to purchaser groups, paying program fees. This structure provides additional liquidity and funding for Cencora and its subsidiaries, supported by Cencora’s role as performance guarantor under the performance undertaking.

Which subsidiaries are involved in Cencora (COR)’s amended receivables securitization structure?

Key participants include AmeriSource Receivables Financial Corporation (ARFC) as seller, AmerisourceBergen Drug Corporation (ABDC) as initial servicer and originator, and ASD Specialty Healthcare, LLC (ASD) as an originator, with MUFG Bank, Ltd. serving as administrator.

What covenant alignment did Cencora (COR) make in the performance undertaking amendment?

The Performance Undertaking Amendment made technical changes to align Cencora’s financial covenant in the performance undertaking with the financial covenant in the amended and restated credit agreement as in effect on July 31, 2026, helping maintain consistency across its major financing arrangements.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): July 31, 2026

 

 

 

Cencora, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Commission File Number: 1-16671

 

Delaware   23-3079390
(State or other jurisdiction   (I.R.S. Employer
of 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, par value $0.01 per share COR New York Stock Exchange (NYSE)
2.875% Senior Notes 2028 COR28 New York Stock Exchange (NYSE)
3.625% Senior Notes 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 1.01. Entry into a Material Definitive Agreement.

 

Amendment and Restatement of Multi-Currency Revolving Credit Facility

 

On July 31, 2026, Cencora, Inc. (the “Company”) and its subsidiary Innomar Strategies Inc. entered into an Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”) to further amend and restate the Amended and Restated Credit Agreement, dated as of June 4, 2025 and as amended on January 12, 2026, among the Company, the borrowing subsidiaries party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, pursuant to which the Company and such subsidiaries previously obtained a multi-currency senior unsecured revolving credit facility (the “Multi-Currency Revolving Credit Facility”).

 

The Amended and Restated Credit Agreement amends and restates the Multi-Currency Revolving Credit Facility to, among other things, (i) increase the aggregate amount of the commitments thereunder from $5.5 billion to $7.0 billion, (ii) extend the maturity date to July 2031, and (iii) make certain changes to the covenants, representations and warranties and other provisions contained therein.

 

Interest on borrowings under the Multi-Currency Revolving Credit Facility accrue at specified rates based on the Company’s public debt ratings by Standard & Poor’s Ratings Services, Moody’s Investors Service, Inc. and Fitch, Inc., and pursuant to the Amended and Restated Credit Agreement, ranges from 69.5 basis points to 110 basis points over Term SOFR, Term CORRA, EURIBO Rate, and the RFR, as applicable, and 0 basis points to 10 basis points over the alternate base rate and Canadian prime rate, as applicable, in each case, as determined in accordance with the provisions of the Multi-Currency Revolving Credit Facility. The Multi-Currency Revolving Credit Facility contains certain affirmative and negative covenants, including a maximum financial leverage ratio, and certain representations, warranties and events of default (which are, in some cases, subject to certain cure periods, exceptions, thresholds and grace periods).

 

The foregoing description of the changes made to the Multi-Currency Revolving Credit Facility does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Credit Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

Certain of the lenders under the Multi-Currency Revolving Credit Facility and their affiliates have various relationships with the Company and have in the past provided, and may in the future provide, investment banking, commercial banking, derivative transactions and financial advisory services to the Company and its affiliates in the ordinary course of business for which they have received and may continue to receive fees and commissions.

 

Amendment of Receivables Securitization Facility

 

On July 31, 2026, the Company and certain subsidiaries entered into an Omnibus Amendment (the “Omnibus Amendment”) to (i) amend (the “Receivables Amendment”) the amended and restated receivables purchase agreement dated as of April 29, 2010 among AmeriSource Receivables Financial Corporation (“ARFC”), as seller, AmerisourceBergen Drug Corporation (“ABDC”), as initial servicer, the various Purchaser Groups party thereto, and MUFG Bank, Ltd., as administrator, pursuant to which such subsidiaries previously obtained a receivables securitization facility (the “Receivables Securitization Facility”); and (ii) amend (the “Performance Undertaking Amendment”) the second amended and restated performance undertaking dated as of October 16, 2020 between the Company, as performance guarantor, and ARFC, as recipient.

 

The Receivables Amendment added a new uncommitted purchaser, decreased the size of the receivables securitization facility from $1.5 billion to $1.0 billion and increased the accordion feature from $500 million to $1.0 billion, giving the Company the option to increase the commitments of the participating banks, subject to their approval, by up to $1.0 billion.

 

The Performance Undertaking Amendment made certain technical changes to align the Company's financial covenant to the financial covenant set forth in the Company's Amended and Restated Credit Agreement as in effect on July 31, 2026.

 

 

The Receivables Securitization Facility is available to provide additional liquidity and funding for the ongoing business needs of the Company and its subsidiaries. Availability under the Receivables Securitization Facility is based on the accounts receivables originated by ABDC and ASD Specialty Healthcare, LLC (“ASD”) from the sale of pharmaceuticals and other related products and services. Pursuant to the Receivables Securitization Facility, ABDC and ASD sell their accounts receivable to ARFC. ARFC may sell interests in the accounts receivables purchased from ABDC and ASD to the various purchaser groups party to the receivables securitization facility, paying program fees on the amount of receivables interests purchased under the facility. The Company serves as the performance guarantor of ASD’s obligations, as originator, and ABDC’s obligations, as originator and servicer, under the Receivables Securitization Facility.

 

The foregoing description of the Omnibus Amendment, including the Receivables Amendment, does not purport to be complete and is qualified in its entirety by reference to the Omnibus Amendment, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein.

 

Item 2.03. Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information set forth in Item 1.01 above is hereby incorporated by reference into this Item 2.03.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)         Exhibits.

 

Exhibit No.   Description
10.1   Amended and Restated Credit Agreement, dated as of July 31, 2026, among Cencora, Inc., the borrowing subsidiaries party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent.
10.2   Omnibus Amendment, dated as of July 31, 2026, constituting (i) the Twenty-Third Amendment to Amended and Restated Receivables Purchase Agreement, among Amerisource Receivables Financial Corporation, as seller, AmerisourceBergen Drug Corporation, as servicer, the Purchaser Agents and Purchasers party thereto, and MUFG Bank, Ltd., as administrator; and (ii) the Second Amendment to Second Amended and Restated Performance Undertaking, made by Cencora, Inc., as performance guarantor, in favor of Amerisource Receivables Financial Corporation, as recipient.
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.
     
August 5, 2026 By: /s/ Eva C. Boratto
  Name: Eva C. Boratto
  Title: Executive Vice President and Chief Financial Officer

 

 

Filing Exhibits & Attachments

6 documents