08/05/2026 | Press release | Distributed by Public on 08/05/2026 04:46
Item 1.01. Entry into a Material Definitive Agreement.
Amendment and Restatement of Multi-CurrencyRevolving Credit Facility
On July 31, 2026, Cencora, Inc. (the "Company") and its subsidiary Innomar Strategies Inc. entered into an Amended and Restated Credit Agreement (the "Amended and Restated Credit Agreement") to further amend and restate the Amended and Restated Credit Agreement, dated as of June 4, 2025 and as amended on January 12, 2026, among the Company, the borrowing subsidiaries party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, pursuant to which the Company and such subsidiaries previously obtained a multi-currency senior unsecured revolving credit facility (the "Multi-Currency Revolving Credit Facility").
The Amended and Restated Credit Agreement amends and restates the Multi-Currency Revolving Credit Facility to, among other things, (i) increase the aggregate amount of the commitments thereunder from $5.5 billion to $7.0 billion, (ii) extend the maturity date to July 2031, and (iii) make certain changes to the covenants, representations and warranties and other provisions contained therein.
Interest on borrowings under the Multi-Currency Revolving Credit Facility accrue at specified rates based on the Company's public debt ratings by Standard & Poor's Ratings Services, Moody's Investors Service, Inc. and Fitch, Inc., and pursuant to the Amended and Restated Credit Agreement, ranges from 69.5 basis points to 110 basis points over Term SOFR, Term CORRA, EURIBO Rate, and the RFR, as applicable, and 0 basis points to 10 basis points over the alternate base rate and Canadian prime rate, as applicable, in each case, as determined in accordance with the provisions of the Multi-Currency Revolving Credit Facility. The Multi-Currency Revolving Credit Facility contains certain affirmative and negative covenants, including a maximum financial leverage ratio, and certain representations, warranties and events of default (which are, in some cases, subject to certain cure periods, exceptions, thresholds and grace periods).
The foregoing description of the changes made to the Multi-Currency Revolving Credit Facility does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Credit Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Certain of the lenders under the Multi-Currency Revolving Credit Facility and their affiliates have various relationships with the Company and 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 fees and commissions.
Amendment of Receivables Securitization Facility
On July 31, 2026, the Company and certain subsidiaries entered into an Omnibus Amendment (the "Omnibus Amendment") to (i) amend (the "Receivables Amendment") the amended and restated receivables purchase agreement dated as of April 29, 2010 among AmeriSource Receivables Financial Corporation ("ARFC"), as seller, AmerisourceBergen Drug Corporation ("ABDC"), as initial servicer, the various Purchaser Groups party thereto, and MUFG Bank, Ltd., as administrator, pursuant to which such subsidiaries previously obtained a receivables securitization facility (the "Receivables Securitization Facility"); and (ii) amend (the "Performance Undertaking Amendment") the second amended and restated performance undertaking dated as of October 16, 2020 between the Company, as performance guarantor, and ARFC, as recipient.
The Receivables Amendment added a new uncommitted purchaser, decreased the size of the receivables securitization facility from $1.5 billion to $1.0 billion and increased the accordion feature from $500 million to $1.0 billion, giving the Company the option to increase the commitments of the participating banks, subject to their approval, by up to $1.0 billion.
The Performance Undertaking Amendment made certain technical changes to align the Company's financial covenant to the financial covenant set forth in the Company's Amended and Restated Credit Agreement as in effect on July 31, 2026.