McKesson Corporation (NYSE:MCK) (the “Company”) today announced
that it has commenced an offer to purchase for cash (the “Tender
Offer”) any and all of its outstanding 3.796% Notes due 2024 (the
“2024 Notes”). The Tender Offer is being made pursuant to the terms
and subject to the conditions 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”).
The Tender Offer will expire at 5:00 p.m., New York City time,
on June 13, 2023, unless extended or earlier terminated as
described in the Offer to Purchase (such time and date, as they may
be extended, the “Expiration Time”). Holders of the 2024 Notes (the
“Holders”) may withdraw their validly tendered 2024 Notes as
described below. Holders are urged to read the Offer Documents
carefully before making any decision with respect to the Tender
Offer.
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
U.S. Treasury Reference
Security
Bloomberg Reference
Page
Fixed Spread
3.796% Notes due 2024
581557 BE4 / US581557BE4
$918,070,000
0.250% U.S. Treasury due March
15, 2024 (CUSIP: 91282CBR1)
FIT3
20 bps
The “Notes Consideration” for each $1,000 principal amount of
the 2024 Notes validly tendered, and not validly withdrawn, and
accepted for purchase pursuant to the Tender Offer will be
determined in the manner described in the Offer to Purchase by
reference to the fixed spread specified above plus the yield based
on the bid-side price of the U.S. Treasury Reference Security
specified above, as quoted on the Bloomberg Bond Trader FIT3 series
of pages, at 2:00 p.m., New York City time, on June 13, 2023, the
date on which the Tender Offer is currently scheduled to
expire.
In addition to the Notes Consideration, Holders will also
receive accrued and unpaid interest on the 2024 Notes validly
tendered and accepted for purchase from March 15, 2023, the last
interest payment date for the 2024 Notes, up to, but not including,
the date on which the Company makes payment for such 2024 Notes,
which date is currently expected to be June 16, 2023.
Holders must validly tender, and 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, to
be eligible to receive in cash the Notes Consideration and accrued
and unpaid interest as described above.
Holders who validly tender their 2024 Notes may validly withdraw
their tendered 2024 Notes at any time prior to the earlier of (i)
the Expiration Time and (ii) if the Tender Offer is extended, the
10th business day after commencement of the Tender Offer. 2024
Notes may also be validly withdrawn at any time after the 60th
business day after commencement of the Tender Offer if for any
reason the Tender Offer has not been consummated by that date.
The Tender Offer is subject to the satisfaction or waiver of
certain conditions, including the successful completion by the
Company of an offering (the “Offering”) of new senior notes on
terms satisfactory to the Company in its sole discretion,
generating net proceeds in an amount that is sufficient to effect
(i) the repurchase of the 2024 Notes validly tendered, and not
validly withdrawn, and accepted for purchase pursuant to the Tender
Offer, and (ii) deposit into a trust of cash and U.S. Treasury
securities which are scheduled to mature in amounts sufficient to
pay all remaining amounts due on the 2024 Notes in order to
discharge the indenture governing the 2024 Notes with respect to
all 2024 Notes that remain outstanding after the Tender Offer, if
applicable, in accordance with the terms and conditions set forth
in the indenture governing the 2024 Notes (the “Satisfaction and
Discharge”), and costs and expenses incurred in connection with the
foregoing. If any 2024 Notes remain outstanding after the
consummation of the Tender Offer, the Company expects (but is not
obligated) to effect the Satisfaction and Discharge. The Offering
is not conditioned on the completion of the Tender Offer.
BofA Securities, Inc. (“BofA”) and Goldman Sachs & Co. LLC
(“Goldman Sachs”) are acting as the lead dealer managers (the “Lead
Dealer Managers”) in connection with the Tender Offer, and Scotia
Capital (USA) Inc. (“Scotiabank”) is acting as co-dealer manager
(the “Co-Dealer Manager”) in connection with the Tender Offer.
Global Bondholder Services Corporation (“GBSC”) is serving as the
depositary agent and information agent for the Tender Offer. Copies
of the Offer Documents are available via the Tender Offer website
at https://www.gbsc-usa.com/mckesson/ or by contacting GBSC via
telephone at +1 (212) 430-3774 (collect) or +1 (855) 654‑2014
(toll-free) or via e-mail at contact@gbsc-usa.com. Questions
regarding the terms of the Tender Offer should be directed to BofA
at +1 (980) 387-3907 (collect) or +1 (888) 292-0070 (toll-free), or
to Goldman Sachs at (212) 902-6351 or to Scotiabank at +1 (888)
498-1660.
None of the Company, its board of directors, the Dealer
Managers, GBSC or the trustee for the 2024 Notes, or any of their
respective affiliates, is making any recommendation as to whether
Holders should tender any 2024 Notes in response to the Tender
Offer. Holders must make their own decision as to whether to tender
any of their 2024 Notes and, if so, the principal amount of 2024
Notes to tender.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell any of the 2024 Notes, nor an
offer to sell or a solicitation of an offer to purchase any new
notes pursuant to the Offering, 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 (including the consummation of the
Offering), the outcome of the Tender Offer, our ability to
consummate the Satisfaction and Discharge on the terms or timing
anticipated, or at all; 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/20230604005078/en/
Rachel Rodriguez (Investors) Investors@McKesson.com
David Matthews (Media) MediaRelations@McKesson.com
McKesson (NYSE:MCK)
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