[8-K] MCKESSON CORP Reports Material Event
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
McKesson Corporation disclosed that subsidiaries, led by McKesson Medical-Surgical Top Holdings, entered into new senior secured credit facilities totaling $2.0 billion. These include a $750.0 million Term Loan A-1 due 2031, a $250.0 million Term Loan A-2 due 2028, and a $1,000.0 million revolving credit facility maturing on April 1, 2031.
The term loans initially bear interest at the Adjusted Term SOFR Rate plus 1.250% per year, while revolving borrowings initially bear interest at the Term Benchmark Rate plus 1.250% or the Base Rate plus 0.250%, with margins later varying based on leverage and credit ratings. The facilities are secured by substantially all tangible and intangible assets of the borrower and certain U.S. subsidiaries and include customary covenants and financial tests on leverage and interest coverage.
Positive
- None.
Negative
- None.
Insights
McKesson adds $2B of secured credit capacity with covenant tests.
The company’s subsidiaries entered into senior secured facilities totaling $2.0 billion, split between term loans and a revolving credit line. Maturities extend out to 2028 and 2031, suggesting the structure supports medium- to long-term financing needs.
Pricing is floating, tied to Adjusted Term SOFR or a Base Rate, plus margins that range from 0.250% to 1.625% depending on leverage and public credit ratings. A separate commitment fee of 0.225%0.175% applies on unused revolver capacity, which is typical for this kind of facility.
The loans are secured by substantially all assets of the borrower and key U.S. subsidiaries and include quarterly tests on maximum Total Net Leverage Ratio and minimum Interest Coverage Ratio. The actual impact on McKesson’s flexibility and risk profile will depend on future borrowing levels and its ability to maintain covenant headroom.
8-K Event Classification
3 items: 1.01, 2.03, 9.01
3 items
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.
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): April 1, 2026
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of Principal Executive Offices, and Zip Code)
(972 ) 446-4800
Registrant’s Telephone Number, Including Area Code
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
| Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
On April 1, 2026, certain of McKesson Corporation’s (the “Company”) subsidiaries, including McKesson Medical-Surgical Top Holdings, Inc. (the “Borrower”), entered into a credit agreement (the “Credit Agreement”) with the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent providing for (i) a $750.0 million senior secured term “A” loan facility due 2031 (the “Term Loan A-1 Facility”), (ii) a $250.0 million senior secured term “A” loan facility due 2028 (the “Term Loan A-2 Facility” and, together with the Term Loan A-1 Facility, the “Term Loan A Facilities”) and (iii) a $1,000.0 million senior secured revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan A Facilities, the “Senior Secured Credit Facilities”). The Revolving Credit Facility matures on April 1, 2031. The Borrower and certain other subsidiaries of the Company also entered into security, guaranty and other related agreements in connection with the Credit Agreement.
Borrowings under the Term Loan A Facilities will bear interest at a rate selected by Borrower equal to either (i) the Adjusted Term SOFR Rate (as defined in the Credit Agreement), plus an applicable margin equal to 1.250% per annum or (ii) the Base Rate (as defined in the Credit Agreement), plus an applicable margin equal to 0.250% per annum. The Borrower selected an initial interest rate equal to the Adjusted Term SOFR Rate plus the applicable margin of 1.250% per annum. Borrowings under the Revolving Credit Facility will bear interest at a rate selected by Borrower at a rate initially equal to either (x) the Term Benchmark Rate (as defined in the Credit Agreement), plus an applicable margin equal to 1.250% per annum or (y) the Base Rate, plus an applicable margin equal to 0.250% per annum, in each case until financial statements for the fiscal quarter ending June 30, 2026 have been delivered, and thereafter at rates varying from 1.625% to 1.250% plus the Term Benchmark Rate or 0.625% to 0.250% plus the Base Rate, based on achievement of certain Total Net Leverage Ratios (as defined in the Credit Agreement) and certain public corporate credit ratings. In addition, the Borrower is required to pay a commitment fee at rates varying from 0.225% to 0.175%, based on achievement of certain Total Net Leverage Ratios and certain public corporate credit ratings.
All of the Borrower’s obligations under the Credit Agreement are secured, subject to certain exceptions and Excluded Assets (as defined in the Credit Agreement), by a security interest in substantially all tangible and intangible assets of the Borrower and certain material U.S. subsidiaries of the Borrower (such entities, collectively, the “Guarantors”).
The Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants applicable to the Borrower and the Guarantors, including, among other things, restrictions on indebtedness, liens, investments, fundamental changes, dispositions, and dividends and other distributions. The Credit Agreement also includes financial maintenance covenants requiring the Borrower to maintain a maximum Total Net Leverage Ratio and a minimum Interest Coverage Ratio, in each case, tested on a quarterly basis, and customary events of default.
In the ordinary course of their respective businesses, the lenders under the Senior Secured Credit Facilities and their affiliates have engaged, and may in the future engage, in commercial banking transactions, investment banking transactions or other services with the Company, the Borrower and its affiliates.
The foregoing description of the Senior Secured Credit Facilities does not purport to be complete and is qualified in its entirety by reference to the executed Credit Agreement filed as Exhibit 10.1.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information 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 | Credit Agreement, dated as of April 1, 2026, among McKesson Medical-Surgical Top Holdings Inc., as borrower, the lenders, the issuing banks party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other parties thereto. | |||||||
| 104 | Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document | |||||||
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.
Date: April 6, 2026
| McKesson Corporation | ||||||||
| By: | /s/ Britt J. Vitalone | |||||||
| Britt J. Vitalone | ||||||||
| Executive Vice President and | ||||||||
| Chief Financial Officer | ||||||||