Item 7.01. Regulation FD Disclosure.
On May 19, 2014, AmerisourceBergen Corporation (the "Company") issued a news
release announcing that it priced $600 million aggregate principal amount of the
Company's 1.150% Senior Notes due May 15, 2017 (the "2017 Notes") and $500
million aggregate principal amount of the Company's 3.400% Senior Notes due
May 15, 2024 (the "2024 Notes" and together with the 2017 Notes, the "Notes") in
an underwritten registered public offering. The news release is being furnished
with this Current Report as Exhibit 99.1 and is incorporated herein by
Item 8.01. Other Events.
On May 19, 2014
, the Company entered into an Underwriting Agreement (the
"Underwriting Agreement"), by and among the Company and J.P. Morgan Securities
, Merrill Lynch, Pierce, Fenner & Smith Incorporated
, and Mitsubishi UFJ
Securities (USA), Inc.
, on behalf of themselves and as representatives of the
several underwriters named therein (the "Underwriters"). The Underwriting
Agreement provides for the issuance and sale by the Company, and the purchase by
the Underwriters, of the 2017 Notes and the 2024 Notes. The Notes will be
senior unsecured obligations of the Company. The Underwriting Agreement contains
representations, warranties, conditions and covenants of the parties thereto and
provides for indemnification by each of the Company and the Underwriters against
certain liabilities and contribution provisions in respect of those liabilities.
The Company expects to consummate the sale of the Notes to the Underwriters,
which is subject to the closing conditions specified in the Underwriting
Agreement, on May 22, 2014
The offer and sale of the Notes have been registered under the Securities Act of
1933, as amended, pursuant to the Company's shelf registration statement on
Form S-3 (Registration Statement No. 333-185163) (the "Shelf Registration
Statement"), filed with the Securities and Exchange Commission
on November 27,
If the sale of the Notes is consummated pursuant to the terms set forth in the
Underwriting Agreement, the Company estimates that it will receive net proceeds
of approximately $1.092 billion
(after deducting underwriting discounts and
offering expenses) from the sale of the Notes. The Company intends to use a
portion of the net proceeds to redeem all of its 57/8% Senior Notes due on
September 15, 2015
and to use the remaining amount for general corporate
purposes, including repurchases of shares of its common stock under its share
repurchase programs. On May 19, 2014
, the Company announced that its board of
directors authorized a special $650 million
share repurchase program. Other
general purposes may include, among other things, funding for working capital,
capital expenditures, repayment of other indebtedness, investments in the
Company's subsidiaries, business acquisitions and the repurchase, redemption or
retirement of the Company's other securities. Pending use of the net proceeds
from the sale of the Notes, the Company intends to invest such proceeds in
institutional money market funds, U.S. government securities, certificates of
deposit or other short-term interests-bearing securities.
Certain of the underwriters and their affiliates have in the past provided, and
may in the future provide, investment banking, commercial banking, derivative
transactions and financial advisory services to the Company and its affiliates
in the ordinary course of business for which they have received and may continue
to receive customary fees and commissions. Specifically, affiliates of
the underwriters serve various roles in the Company's Multi-Currency Revolving
Credit Facility: JPMorgan Chase Bank, N.A
., an affiliate of J.P. Morgan
, serves as administrative agent and a lender; Bank of America,
., an affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated
as a syndication agent and lender; J.P. Morgan Securities LLC
and Merrill Lynch,
Pierce, Fenner & Smith Incorporated
serve as lead arrangers and joint
bookrunners; and The Bank of Tokyo-Mitsubishi UFJ, Ltd.
, an affiliate of
Mitsubishi UFJ Securities (USA), Inc.
, serves as a documentation agent and
lender. As of May 15, 2014
, there were no borrowings outstanding and
in letters of credit issued under the Company's Multi-Currency
Revolving Credit Facility. In addition, the Bank of Tokyo-Mitsubishi UFJ, Ltd.
an affiliate of Mitsubishi UFJ Securities (USA), Inc.
, serves as administrator
and a purchaser in connection with a $950 million
facility to which the Company's subsidiary, AmerisourceBergen Drug Corporation
is a party and pursuant to which accounts receivables are sold on a revolving
basis to a special purpose entity. Certain of the other underwriters or their
affiliates also serve as lenders, purchasers or agents under these facilities.
The foregoing is a brief description of certain terms of the Underwriting
Agreement and, by its nature, is incomplete. It is qualified in its entirety by
the text of the Underwriting Agreement filed as Exhibit 1.1 to this Current
Report and incorporated herein by reference. The Underwriting Agreement is also
filed with reference to, and is hereby made an exhibit to, the Shelf
Item 9.01. Financial Statements and Exhibits.
1.1 Underwriting Agreement for 1.150% Senior Notes due 2017 and 3.400%
Senior Notes due 2024, dated as of May 19, 2014.
99.1 News release of AmerisourceBergen Corporation, dated May 19, 2014.