Cencora, Inc. 8-K

What Happened
Cencora, Inc. announced on February 10, 2026 that it priced $3.0 billion aggregate principal amount of senior unsecured notes in an underwritten registered public offering. The offering includes five tranches: $500M 3.950% notes due 2029, $500M 4.250% notes due 2030, $500M 4.600% notes due 2033, $1,000M 4.900% notes due 2036 and $500M 5.650% notes due 2056. The company entered into an underwriting agreement with Citigroup, J.P. Morgan, BofA and Wells Fargo as lead representatives and expects to close the sale on or about February 13, 2026. The notes are senior unsecured obligations and the offering is registered under Cencora’s Form S-3 shelf registration.

Key Details

• Priced tranches total: $3.0 billion; expected net proceeds ≈ $2.98 billion after underwriting discounts and offering expenses.
• Intended use of proceeds: repay amounts outstanding under the $3.0 billion 364‑Day Term Loan Facility (dated Jan 12, 2026); any remaining proceeds for general corporate purposes.
• Underwriting agreement dated February 10, 2026; expected closing February 13, 2026. Lead underwriters: Citigroup Global Markets Inc., J.P. Morgan Securities LLC, BofA Securities, Inc., Wells Fargo Securities, LLC.
• As of Dec 31, 2025, Cencora had $220.0M outstanding commercial paper (backed by its multi-currency revolving credit facility); several underwriters or their affiliates also serve in lending/agent roles for Cencora’s credit facilities.

Why It Matters
This transaction is primarily a refinancing move: Cencora is replacing a short‑term $3.0B 364‑day term loan with longer‑dated fixed‑rate notes, which should extend debt maturities and lock in fixed interest rates across multiple terms. For investors, the offering affects the company’s capital structure and interest expense profile (fixed coupons at stated rates), and the roughly $2.98B in net proceeds will reduce near‑term borrowings under the term loan. The filing also discloses the financing banks’ multiple relationships with Cencora (lender, arranger, dealer), which is relevant when assessing potential conflicts and ongoing banking support.