M&A - MCKESSON CORP

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Form Type: 8-K

Filing Date: 2025-05-30

Corporate Action: Acquisition

Type: New

Accession Number: 000162828025028495

Filing Summary: On May 20, 2025, McKesson Corporation entered into an Underwriting Agreement to issue and sell three series of notes totaling $1.975 billion: $650 million of 4.650% Notes due 2030, $650 million of 4.950% Notes due 2032, and $700 million of 5.250% Notes due 2035. The Notes were issued on May 30, 2025, under the Indenture with U.S. Bank Trust Company as trustee. The 2030, 2032, and 2035 Notes will bear interest at 4.650%, 4.950%, and 5.250%, respectively, with interest payments due semi-annually. McKesson intends to use the net proceeds from the offering, estimated at $1,989.7 million, to fund the acquisition of a 70% controlling interest in Community Oncology Revitalization Enterprise Ventures, LLC. The terms of the Notes include various redemption options and covenants restricting the company from creating certain liens or conducting asset sales under specified conditions, while outlining customary event of default provisions.

Additional details:

Notes 2030 Interest Rate: 4.650%


Notes 2032 Interest Rate: 4.950%


Notes 2035 Interest Rate: 5.250%


Total Proceeds: $1,989.7 million


Acquisition Target: Community Oncology Revitalization Enterprise Ventures, LLC


Offering Price 2030 Notes: 99.960%


Offering Price 2032 Notes: 99.930%


Offering Price 2035 Notes: 99.777%


Form Type: 424B5

Filing Date: 2025-05-22

Corporate Action: Acquisition

Type: Update

Accession Number: 000162828025027266

Filing Summary: McKesson Corporation has filed a prospectus supplement to detail its offering of $2 billion in new notes, consisting of $650 million of 4.650% notes due 2030, $650 million of 4.950% notes due 2032, and $700 million of 5.250% notes due 2035. The proceeds are intended to finance the acquisition of a 70% stake in Community Oncology Revitalization Enterprise Ventures for approximately $2.49 billion. The prospectus includes details about the maturity dates, interest rates, and redemption options related to these notes. It also discusses the risks and factors involved in the investment, including the ranking of these notes as unsecured senior debt and covenants limiting future financial activities. Additionally, the offering's structure allows optional redemption and outlines the impact of change of control on the notes. Recent developments highlight another acquisition of an 80% interest in PRISM Vision Holdings for about $850 million and plans to separate the Medical-Surgical Solutions segment into an independent entity, although any such move is uncertain and dependent on external factors.

Additional details:

Note Type: 4.650% notes


Due Date 2030: May 30, 2030


Note Type 2032: 4.950% notes


Due Date 2032: May 30, 2032


Note Type 2035: 5.250% notes


Due Date 2035: May 30, 2035


Total Proceeds: $1,989,699,000


Use Of Proceeds: to fund acquisition of Core Ventures


Interest Payment Dates: May 30 and November 30, starting November 30, 2025


Risk Factors Section: Risk Factors starts on page S-8


Acquisition Details: Definitive agreement to acquire Core Ventures on August 26, 2024


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