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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/14/23 Cencora, Inc. 8-K:1,8,9 11/09/23 11:242K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 26K 2: EX-10.1 Material Contract HTML 47K 6: R1 Cover HTML 45K 9: XML IDEA XML File -- Filing Summary XML 11K 7: XML XBRL Instance -- tm2330131d1_8k_htm XML 14K 8: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 4: EX-101.LAB XBRL Labels -- cor-20231109_lab XML 96K 5: EX-101.PRE XBRL Presentations -- cor-20231109_pre XML 64K 3: EX-101.SCH XBRL Schema -- cor-20231109 XSD 12K 10: JSON XBRL Instance as JSON Data -- MetaLinks 25± 34K 11: ZIP XBRL Zipped Folder -- 0001104659-23-117650-xbrl Zip 26K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i November 9, 2023
(Exact name of registrant as specified in its charter)
Commission File Number: i 1-6671
| i Delaware | i 23-3079390 | |
(State or other jurisdiction of |
(I.R.S. Employer | |
| incorporation or organization) | Identification No.) | |
|
i 1 West First Avenue i Conshohocken i PA |
||
(Address of principal executive offices) |
(Zip Code) |
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered |
| i Common stock | i COR | i New York Stock Exchange (NYSE) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
i ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01. Entry into a Material Definitive Agreement.
On November 9, 2023, Cencora, Inc. (the “Company”) entered into a share repurchase agreement (the “Share Repurchase Agreement”) with Walgreens Boots Alliance Holdings LLC (the “Selling Stockholder”), pursuant to which the Company agreed to repurchase 1,279,590 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) directly from the Selling Stockholder (the “Repurchase”). The Repurchase is expected to close on November 14, 2023. The aggregate price to be paid by the Company in the Repurchase is approximately $250 million. The Repurchase is being made under the Company’s share repurchase program and the repurchased shares will be held in treasury.
The foregoing description of the Share Repurchase Agreement is qualified in its entirety by reference to the full text of the Share Repurchase Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 8.01. Other Events.
The Share Repurchase Agreement was entered into in connection with the Selling Stockholder entering into variable pre-paid forward sale contracts with financial institutions, executed in reliance on Rule 144 of the Securities Act of 1933, as amended.
After giving effect to the impact of the Repurchase, the Selling Stockholder owns 30,489,956 shares of Common Stock, which represents approximately 15% of the 199,432,748 total outstanding shares of Common Stock of the Company (based on 200,712,338 shares of Common Stock outstanding as of October 31, 2023, less the 1,279,590 shares of Common Stock repurchased in the Repurchase).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit |
Description | |
| 10.1 | Share Repurchase Agreement, dated as of November 9, 2023, by and between Cencora, Inc. and Walgreens Boots Alliance Holdings LLC. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL) |
SIGNATURES
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.
| Cencora, Inc. | ||
| November 14, 2023 | By: | /s/ James F. Cleary |
| Name: James F. Cleary | ||
| Title: Executive Vice President and Chief Financial Officer | ||
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 11/14/23 | 4 | ||
| For Period end: | 11/9/23 | 144, 4 | ||
| 10/31/23 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/31/24 Cencora, Inc. 10-Q 12/31/23 68:12M 11/21/23 Cencora, Inc. 10-K 9/30/23 109:11M |