Cencora Inc美股招股说明书(2024-12-04版)

Cencora, Inc.$500,000,000 4.625% Senior Notes due 2027$600,000,000 4.850% Senior Notes due 2029$700,000,000 5.150% Senior Notes due 2035 We are offering $500,000,000 aggregate principal amount of 4.625% Senior Notes due 2027 (the “2027 SeniorNotes”), $600,000,000 aggregate principal amount of 4.850% Senior Notes due 2029 (the “2029 Senior Notes”) and$700,000,000 aggregate principal amount of 5.150% Senior Notes due 2035 (the “2035 Senior Notes” and, together withthe 2027 Senior Notes and the 2029 Senior Notes, the “notes”). The 2027 Senior Notes will bear interest at a rate of4.625% per year and will mature on December 15, 2027, the 2029 Senior Notes will bear interest at a rate of 4.850% peryear and will mature on December 15, 2029 and the 2035 Senior Notes will bear interest at a rate of 5.150% per yearand will mature on February 15, 2035. We will pay interest on the 2027 Senior Notes and the 2029 Senior Notes semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2025. We will pay interest on the2035 Senior Notes semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15,2025. We may redeem the notes in whole or in part at any time at the applicable redemption price set forth in thisprospectus supplement, plus accrued and unpaid interest to the redemption date, as described in this prospectussupplement under “Description of Notes—Optional Redemption.” The notes will be unsecured and will rank equal in right of payment with all of our other existing and futureunsecured and unsubordinated indebtedness and senior to any of our future indebtedness, if any, that expressly providesfor its subordination to the notes. The notes will be effectively junior to all of our future secured indebtedness andstructurally subordinated to all indebtedness and other liabilities, including trade payables, of our subsidiaries. We intend to use the net proceeds of the notes to finance the Acquisition (as defined in this prospectussupplement) and related fees and expenses, with any remaining net proceeds to be used for general corporate purposes.To the extent this offering is not completed or if the net proceeds from the offering less than the aggregate amount of thecash purchase price of the Acquisition and related fees and expenses, we have obtained $3.3 billion in bridge financingcommitments in connection with the Acquisition, which as a result of entering into the Term Credit Agreement (asdefined in this prospectus supplement) have been reduced to $1.8 billion. For a more detailed discussion, see “Use ofProceeds.” This offering is not contingent on the completion of the Acquisition, which, if completed, will occursubsequent to the closing of this offering. In the event that the Acquisition is not completed on or before August 5, 2025(or such later date to which the “Termination Date” under the RCA Agreement (as defined in this prospectussupplement) is extended by the parties thereto in accordance with the terms thereof), or if, prior to such date, the RCAAgreement is terminated, other than in connection with the consummation of the Acquisition, we will be required toredeem each series of the notes, in whole but not in part, at a redemption price equal to 101% of the aggregate principalamount thereof, plus accrued and unpaid interest to the redemption date, as described in this prospectus supplementunder “Description of Notes—Special Mandatory Redemption Upon Acquisition Termination.” If a change of control triggering event (as defined in this prospectus supplement) occurs, we must offer torepurchase the notes at a purchase price equal to 101% of the principal amount of the notes to be purchased, plusaccrued and unpaid interest, if any. Investing in the notes involves risks. See “Risk Factors” beginning on page S-6 of this prospectus supplement for adiscussion of certain risks you should consider prior to deciding whether to purchase the notes. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthe securities or determined that this prospectus supplement or the accompanying prospectus is accurate or complete. Anyrepresentation to the contrary is a criminal offense. The public offering prices set forth above do not include accrued interest, if any. Interest on the notes will accruefrom December 9, 2024 and accrued interest must be paid by the purchaser if the notes are delivered after that date. The notes will not be listed or quoted on any securities exchange or automated quotation system. Currently, thereare no public trading markets for the notes. The underwriters expect to deliver the notes to purchasers in book-entry form only through the facilities of TheDepository Trust Company for the accounts of its participants, including Euroclear and Clearstream, on or aboutDecember 9, 2024. See “Underwriting.” TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiDOC