Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

Term Loan Facility for Proposed Acquisition of Retina Consultants of America

On November 26, 2024, Cencora, Inc., a Delaware corporation (the "Company"), entered into a Term Credit Agreement, among the Company, the lenders party thereto and Bank of America, N.A., as administrative agent (the "Term Credit Agreement"). The Company entered into the Term Credit Agreement in connection with the previously announced proposed acquisition (the "Acquisition") of Retina Consultants of America. The Term Credit Agreement provides for a senior unsecured term facility of $1.5 billion (the "Term Loan"), which matures three years from the date on which the Term Loan is drawn under the Term Credit Agreement (such date on which the Acquisition is consummated and the Term Loan is drawn, the "Closing Date"). The proceeds of the Term Loan will be used to pay a portion of the cash consideration in respect of the Acquisition and to pay fees and expenses incurred in connection with the Acquisition. The funding under the Term Credit Agreement is subject to closing conditions, including the consummation of the Acquisition.

The Term Loan will bear interest at a rate equal to either an adjusted Term SOFR rate plus an applicable margin or an alternate base rate plus an applicable margin, in each case based on the Company's public debt ratings by Standard & Poor's Ratings Services, Moody's Investors Service, Inc. and Fitch, Inc. Such applicable margins range from 87.5 basis points to 137.5 basis points over the adjusted Term SOFR rate and 0 basis points to 37.5 basis points over the alternate base rate, in each case, as determined in accordance with the provisions of the Term Credit Agreement. In addition, commencing on March 5, 2025, an undrawn commitment fee will begin to accrue on the aggregate amount of unused commitments under the Term Credit Agreement. The Company has the right to prepay the Term Loan at any time, in whole or in part and without premium or penalty (other than, if applicable, any breakage costs). The Company may also choose to reduce its commitments under the Term Loan at any time.

The Term Credit Agreement contains certain affirmative and negative covenants, and includes limitations on indebtedness of subsidiaries, liens, fundamental changes, asset sales and a covenant requiring compliance with a financial leverage ratio not to exceed 3.75 to 1.00 as of the last day of any fiscal quarter (which may be increased to 4.00 to 1.00 at the Company's election as of the last day of the fiscal quarter during which the Closing Date occurs). The covenants contained in the Term Credit Agreement are substantially similar to the covenants contained in the Company's existing $2.4 billion multi-currency senior unsecured revolving credit facility (the "Existing Revolving Credit Facility"). The Term Credit Agreement also contains customary events of default (which are in some cases subject to certain exceptions, thresholds and grace periods) including, but not limited to, nonpayment of principal and interest, failure to perform or observe covenants, breaches of representations and warranties and certain bankruptcy-related events.

As previously disclosed, in connection with the Acquisition, the Company obtained $3.3 billion in bridge financing commitments to fund the cash purchase price of the Acquisition. As a result of entering into the Term Credit Agreement, such bridge financing commitments have been automatically reduced by $1.5 billion, which is the amount of the commitments under the Term Credit Agreement, to $1.8 billion.

The foregoing description of the Term Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Term Credit Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

364-Day Revolving Credit Facility

On November 26, 2024, the Company entered into a Credit Agreement (the "Credit Agreement"), among the Company, the lenders party thereto and Bank of America, N.A., as administrative agent, pursuant to which the Company obtained a $1.0 billion senior unsecured revolving credit facility (the "Revolving Credit Facility").

Borrowings under the Revolving Credit Facility will be available on and after the Closing Date and will mature on the date that is 364 days after the Closing Date (the "Revolving Facility Maturity Date"). Borrowings outstanding on the Revolving Facility Maturity Date will mature and be payable on such date, or, at the option of the Company, on the first anniversary of the Revolving Facility Maturity Date. The Company's option to extend the maturity of any borrowings outstanding on the Revolving Facility Maturity Date is subject to customary conditions and the payment of an extension fee on such outstanding borrowings.

Interest on borrowings under the Revolving Credit Facility will accrue at a rate equal to either an adjusted Term SOFR rate plus an applicable margin or an alternate base rate plus an applicable margin, in each case based on the Company's public debt ratings by Standard & Poor's Ratings Services, Moody's Investors Service, Inc. and Fitch, Inc. Such applicable margins range from 87.5 basis points to 137.5 basis points over the adjusted Term SOFR rate and 0 basis points to 37.5 basis points over the alternate base rate, in each case, as determined in accordance with the provisions of the Credit Agreement. The Company has agreed to pay facility fees to maintain the availability under the Revolving Credit Facility at specified rates based on its public debt ratings, ranging from 5.0 basis points to 12.5 basis points, annually, of the total commitments of the lenders thereunder. The Company has the right to prepay borrowings under the Revolving Credit Facility at any time, in whole or in part and without premium or penalty (other than, if applicable, any breakage costs), provided that the amount of any such prepayment meets certain minimum thresholds. The Company may also choose to reduce its commitments under the Revolving Credit Facility at any time.

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