Current Report Filing (8-k)
June 05 2017 - 07:13AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 1, 2017
Cardinal Health, Inc.
(Exact name of registrant as specified in its charter)
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Ohio
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1-11373
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31-0958666
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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7000 Cardinal Place, Dublin, Ohio 43017
(Address of principal executive offices) (Zip Code)
(614) 757-5000
(Registrants telephone number, including area code)
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 (
see
General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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).
Emerging growth company ☐
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 8.01 Other Events
On June 1, 2017, Cardinal Health, Inc. (Cardinal Health or the Company) entered into an underwriting agreement
(the Underwriting Agreement) with Goldman, Sachs & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, MUFG Securities Americas Inc. and Wells Fargo Securities, LLC as representatives of several underwriters
(the Underwriters) for the sale by the Company of $1,000,000,000 aggregate principal amount of 1.948% Notes due 2019, $1,150,000,000 aggregate principal amount of 2.616% Notes due 2022, $350,000,000 aggregate principal amount of Floating
Rate Notes due 2022, $750,000,000 aggregate principal amount of 3.079% Notes due 2024, $1,350,000,000 aggregate principal amount of 3.410% Notes due 2027, and $600,000,000 aggregate principal amount of 4.368% Notes due 2047 (collectively, the
Notes). The offering is being made pursuant to the Companys effective registration statement on Form
S-3
(Registration Statement No. 333-215935) previously filed with the Securities and
Exchange Commission (the Registration Statement). The Underwriting Agreement contemplates that the Notes will be issued under an Indenture dated as of June 2, 2008 (the Indenture) between the Company and The Bank of New
York Mellon Trust Company, N.A., as trustee. A copy of the Underwriting Agreement is filed as Exhibit 1.1 and is incorporated herein by reference and as an exhibit to the Registration Statement. The foregoing summary of the Underwriting Agreement
does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement.
In addition, on June 1,
2017, the Company sent a notice of full redemption to holders of its outstanding 1.700% Notes due 2018. The 1.700% Notes due 2018 will be redeemed on July 1, 2017 at a make-whole redemption price calculated in accordance with the terms
of such notes.
Item 9.01 Financial Statements and Exhibits
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Exhibit
No.
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Description
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1.1
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Underwriting Agreement, dated June 1, 2017, among the Company, Goldman, Sachs & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, MUFG Securities Americas Inc. and Wells Fargo Securities,
LLC.
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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.
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Cardinal Health, Inc.
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(Registrant)
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Date: June 5, 2017
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By:
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/s/ Michael C. Kaufmann
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Name:
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Michael C. Kaufmann
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Title:
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Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
No.
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Description
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1.1
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Underwriting Agreement, dated June 1, 2017, among the Company, Goldman, Sachs & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, MUFG Securities Americas Inc. and Wells Fargo Securities,
LLC.
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