McKesson Corporation filed SEC Form 8-K: Creation of a Direct Financial Obligation, Other Events, Financial Statements and Exhibits
$MCK
Other Pharmaceuticals
Health Care
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): May 20, 2025
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Item 2.03 Creation of a Direct Financial Obligation
The information set forth in Item 8.01 regarding the Notes (as defined below) is incorporated herein by reference.
Item 8.01 Other Events.
Closing of Notes Offering
On May 20, 2025, McKesson Corporation (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with the several underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell $650,000,000 aggregate principal amount of its 4.650% Notes due 2030 (the “ 2030 Notes”), $650,000,000 aggregate principal amount of its 4.950% Notes due 2032 (the “2032 Notes”) and $700,000,000 aggregate principal amount of its 5.250% Notes due 2035 (the “2035 Notes” and, together with the 2030 Notes and 2032 Notes, the “Notes”). On May 30, 2025, the Notes were issued pursuant to the Indenture, dated February 15, 2023 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as amended and supplemented by an Officer’s Certificate, dated May 30, 2025, setting forth certain terms of the Notes (the “Officer’s Certificate”).
The 2030 Notes will bear interest at the rate of 4.650% per year, the 2032 Notes will bear interest at the rate of 4.950% per year and 2035 Notes will bear interest at the rate of 5.250% per year. Interest on the Notes is payable on May 30 and November 30 of each year, beginning on November 30, 2025.
Upon at least 10 days’ and not more than 60 days’ notice to holders of the 2030 Notes, the Company may redeem the Notes for cash in whole, at any time, or in part, from time to time, (x) prior to April 30, 2030, at a redemption price that includes accrued and unpaid interest and a make-whole premium that is calculated based on the Treasury Rate (as defined in the Officer’s Certificate) plus 10 basis points and (y) on or after April 30, 2030, at par plus accrued and unpaid interest, in each case, as specified in the Indenture and the Officer’s Certificate. Upon at least 10 days’ and not more than 60 days’ notice to holders of the 2032 Notes, the Company may redeem the Notes for cash in whole, at any time, or in part, from time to time, (x) prior to March 30, 2032, at a redemption price that includes accrued and unpaid interest and a make-whole premium that is calculated based on the Treasury Rate (as defined in the Officer’s Certificate) plus 15 basis points and (y) on or after March 30, 2032, at par plus accrued and unpaid interest, in each case, as specified in the Indenture and the Officer’s Certificate. Upon at least 10 days’ and not more than 60 days’ notice to holders of the 2035 Notes, the Company may redeem the Notes for cash in whole, at any time, or in part, from time to time, (x) prior to March 1, 2035, at a redemption price that includes accrued and unpaid interest and a make-whole premium that is calculated based on the Treasury Rate (as defined in the Officer’s Certificate) plus 15 basis points and (y) on or after March 1, 2035, at par plus accrued and unpaid interest, in each case, as specified in the Indenture and the Officer’s Certificate. The Indenture and the Officer’s Certificate include certain covenants, including limitations on the Company’s ability to create certain liens on its assets or enter into sale and leaseback transactions with respect to its properties, or consolidate, merge or sell all or substantially all of its assets, subject to a number of important exceptions as specified in the Indenture. The Notes are unsecured and unsubordinated obligations of the Company and rank equally with all of the Company’s existing and future unsecured and unsubordinated indebtedness outstanding from time to time. The Indenture contains customary event of default provisions. In the event of the occurrence of both (1) a change of control of the Company and (2) a downgrade of the Notes below an investment grade rating by each of the Rating Agencies (as defined in the Officer’s Certificate) within a specified period, unless the Company has previously exercised its optional redemption right with respect to the Notes in whole, the Company will be required to offer to repurchase the Notes from the holders at a price in cash equal to 101% of the then outstanding principal amount of the Notes, plus accrued and unpaid interest to, but not including, the date of repurchase.
The public offering price of the 2030 Notes was 99.960% of the principal amount, the public offering price of the 2032 Notes was 99.930% of the principal amount and the public offering price of the 2035 Notes was 99.777% of the principal amount. The Company received approximately $1,989.7 million in net proceeds from the offering of the Notes, after deducting the underwriting discount but before deducting estimated offering expenses. The Company intends to use the net proceeds from the offering of the Notes, together with cash on hand and/or
commercial paper program borrowings, to fund the acquisition of a 70% controlling interest in Community Oncology Revitalization Enterprise Ventures, LLC, an internal business and administrative services organization established by Florida Cancer Specialists & Research Institute, LLC.
The Notes were offered and sold pursuant to the Company’s automatic shelf registration statement on Form S-3 (Registration No. 333-269523) under the Securities Act of 1933, as amended. The Company has filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement, dated May 20, 2025, together with the accompanying prospectus, dated February 2, 2023.
For a complete description of the terms and conditions of the Officer’s Certificate, the Notes and the Underwriting Agreement, please refer to the Officer’s Certificate, the form of Note and the Underwriting Agreement, which are incorporated herein by reference and attached to this Current Report on Form 8-K as Exhibits 4.1, 4.2, and 99.1, respectively.
In reviewing the agreements included as exhibits to this Current Report on Form 8-K, note that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement. Those representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:
•should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
•may have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures would not necessarily be reflected in the agreement;
•may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
•were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.
Accordingly, those representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found in our other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.
From time to time in the ordinary course of their respective businesses, certain of the Underwriters, the Trustee and their respective affiliates have engaged in and may in the future engage in commercial banking, derivatives and/or financial advisory, investment banking and other commercial transactions and services with the Company and its affiliates for which they have received or will receive customary fees and commissions.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibits | |||||||
| 4.1 | ||||||||
| 4.2 | ||||||||
| 4.3 | ||||||||
| 4.4 | ||||||||
| 5.1 | ||||||||
| 23.1 | ||||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 30, 2025 | McKesson Corporation | ||||||||||
| By: | /s/ Britt J. Vitalone | ||||||||||
| Britt J. Vitalone | |||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||