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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 |