McKesson Corporation Announces the Expiration and Results of Tender Offer for Any and All 3.796% Notes Due 2024
14 Juin 2023 - 12:20AM
Business Wire
McKesson Corporation (NYSE: MCK) (the “Company”) today announced
that its previously announced offer to purchase for cash (the
“Tender Offer”) any and all of its outstanding 3.796% Notes due
2024 (the “2024 Notes”) expired at 5:00 p.m., New York City time,
on June 13, 2023 (the “Expiration Time”). As of the Expiration
Time, $270,994,000, or 29.52%, of the $918,070,000 aggregate
principal amount outstanding of the 2024 Notes had been validly
tendered and not validly withdrawn (not including any amount of
2024 Notes submitted pursuant to guaranteed delivery procedures set
forth in the Offer to Purchase, dated as of June 7, 2023 (the
“Offer to Purchase”)), and the related notice of guaranteed
delivery (together with the Offer to Purchase, the “Offer
Documents”). Payment for the 2024 Notes validly tendered and
accepted for purchase is expected to be made on June 16, 2023 (the
“Settlement Date”).
Certain information regarding the 2024 Notes and the pricing of
the Tender Offer is set forth in the table below.
Title of Security
CUSIP number / ISIN
Principal Amount
Outstanding
Principal Amount Accepted for
Purchase(1)
Percentage of Principal Amount
Outstanding(1)
3.796% Notes due 2024
581557 BE4 / US581557BE41
$918,070,000
$270,994,000
29.52%
(1)
Not including any amount of 2024 Notes
submitted pursuant to the guaranteed delivery procedures described
in the Offer Documents.
Holders of the 2024 Notes (“Holders”) who validly tendered, and
did not validly withdraw, their 2024 Notes at or prior to the
Expiration Time, or pursuant to the guaranteed delivery procedures
described in the Offer Documents, will be eligible to receive in
cash the “Notes Consideration” of $987.46 for each $1,000 principal
amount of the 2024 Notes validly tendered, and not validly
withdrawn, and accepted for purchase, plus accrued and unpaid
interest on the 2024 Notes validly tendered and accepted for
purchase from March 15, 2023, the last interest payment date, up
to, but not including, the Settlement Date.
BofA Securities, Inc. and Goldman Sachs & Co. LLC are acting
as the lead dealer managers in connection with the Tender Offer,
and Scotia Capital (USA) Inc. is acting as co-dealer manager in
connection with the Tender Offer. Global Bondholder Services
Corporation is serving as the depositary agent and information
agent for the Tender Offer.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell any of the 2024 Notes, nor is it a
solicitation for acceptance of the Tender Offer. The Company is
making the Tender Offer only by, and pursuant to the terms of, the
Offer Documents. The Tender Offer is not being made in any
jurisdiction in which the making or acceptance thereof would not be
in compliance with the securities, blue sky or other laws of such
jurisdiction.
Cautionary Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Forward-looking
statements may be identified by their use of terminology such as
“believes,” “expects,” “anticipates,” “may,” “will,” “should,”
“seeks,” “approximately,” “intends,” “projects,” “plans,”
“estimates,” “targets,” or the negative of these words or other
comparable terminology. Readers should not place undue reliance on
forward-looking statements, which speak only as of the date they
are first made. Except to the extent required by law, we undertake
no obligation to update or revise our forward-looking statements.
Forward-looking statements involve risks and uncertainties that
could cause actual results to differ materially from those
projected, anticipated, or implied. Although it is not possible to
predict or identify all such risks and uncertainties, we encourage
investors to read the risk factors described in our most recent
annual and periodic report filed with the Securities and Exchange
Commission.
These risk factors include, but are not limited to: satisfaction
or waiver of the conditions to consummate the Tender Offer set
forth in the Offer Documents; costly and disruptive legal disputes
and settlements, including regarding our role in distributing
controlled substances such as opioids; we might be harmed by large
customer purchase reductions, payment defaults or contract
non-renewal; we might be adversely impacted by healthcare reform
such as changes in pricing and reimbursement models; we might be
adversely impacted by competition and industry consolidation;
changes in the economic environments in which we operate, including
from inflation, an economic slowdown, or a recession; and changes
affecting capital and credit markets might impede access to credit,
increased borrowing costs, and disruption to banking services for
us and our customers and suppliers and might impair the financial
soundness of our customers and suppliers.
About McKesson Corporation
McKesson Corporation is a diversified healthcare services leader
dedicated to advancing health outcomes for patients everywhere. Our
teams partner with biopharma companies, care providers, pharmacies,
manufacturers, governments, and others to deliver insights,
products and services to help make quality care more accessible and
affordable. Learn more about how McKesson is impacting virtually
every aspect of healthcare at McKesson.com and read Our
Stories.
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version on businesswire.com: https://www.businesswire.com/news/home/20230613755930/en/
Rachel Rodriguez (Investors) Investors@McKesson.com
David Matthews (Media) MediaRelations@McKesson.com
McKesson (NYSE:MCK)
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