AmerisourceBergen Prices $500 Million 2.800% Senior Notes Due 2030
May 12 2020 - 4:30PM
Business Wire
AmerisourceBergen Corporation (NYSE: ABC) today announced that
it priced $500 million aggregate principal amount of its 2.800%
Senior Notes due May 15, 2030 (the “Notes”), in an underwritten
registered public offering. The offering is being made pursuant to
an effective shelf registration statement AmerisourceBergen filed
with the Securities and Exchange Commission (the “SEC”) on November
20, 2018. The offering is expected to close on May 19, 2020,
subject to customary closing conditions. AmerisourceBergen intends
to use the net proceeds from the offering to redeem all of its
3.500% Senior Notes due November 15, 2021 and for general corporate
purposes.
The joint book-running managers for the offering are BofA
Securities, Inc., MUFG Securities Americas Inc. and U.S. Bancorp
Investments, Inc. Earlier today, AmerisourceBergen filed a
preliminary prospectus supplement and an accompanying prospectus
with the SEC in connection with the offering of the Notes. Copies
of these materials can be made available by contacting: BofA
Securities, Inc., NC1-004-03-43, 200 North College Street, 3rd
Floor, Charlotte, North Carolina 28255, Attention: Prospectus
Department, (phone: (800) 294-1322); MUFG Securities Americas Inc.
at 1221 Avenue of the Americas, 6th Floor, New York, New York
10020, Attention: Capital Markets Group, (fax: (646) 434- 3455); or
U.S. Bancorp Investments, Inc. at 214 North Tryon Street, 26th
Floor, Charlotte, North Carolina 28202, Attention: Credit Fixed
Income, (fax: (704) 335-2393). Electronic copies of the preliminary
prospectus supplement and accompanying prospectus are also
available on the SEC’s Web site at www.sec.gov.
This news release shall not constitute an offer to sell or the
solicitation of an offer to buy the Notes, nor shall there be any
sale of the Notes in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About AmerisourceBergen
AmerisourceBergen provides pharmaceutical products,
value-driving services and business solutions that improve access
to care. Tens of thousands of healthcare providers, veterinary
practices and livestock producers trust us as their partner in the
pharmaceutical supply chain. Global manufacturers depend on us for
services that drive commercial success for their products. Through
our daily work—and powered by our 22,000 associates—we are united
in our responsibility to create healthier futures.
AmerisourceBergen is ranked #10 on the Fortune 500, with more than
$175 billion in annual revenue. The company is headquartered in
Valley Forge, Pa. and has a presence in 50+ countries.
AmerisourceBergen’s Cautionary Note Regarding Forward-Looking
Statements
Certain of the statements contained in this press release are
“forward-looking statements” within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Words such as “expect,” “likely,” “outlook,”
“forecast,” “would,” “could,” “should,” “can,” “project,” “intend,”
“plan,” “continue,” “sustain,” “synergy,” “on track,” “believe,”
“seek,” “estimate,” “anticipate,” “may,” “possible,” “assume,”
variations of such words, and similar expressions are intended to
identify such forward-looking statements. These statements are
based on management’s current expectations and are subject to
uncertainty and changes in circumstances and speak only as of the
date hereof. These statements are not guarantees of future
performance and are based on assumptions and estimates that could
prove incorrect or could cause actual results to vary materially
from those indicated. Among the factors that could cause actual
results to differ materially from those projected, anticipated, or
implied are the following: unfavorable trends in brand and generic
pharmaceutical pricing, including in rate or frequency of price
inflation or deflation; competition and industry consolidation of
both customers and suppliers resulting in increasing pressure to
reduce prices for our products and services; changes in the United
States healthcare and regulatory environment, including changes
that could impact prescription drug reimbursement under Medicare
and Medicaid; increasing governmental regulations regarding the
pharmaceutical supply channel and pharmaceutical compounding;
declining reimbursement rates for pharmaceuticals; continued
federal and state government enforcement initiatives to detect and
prevent suspicious orders of controlled substances and the
diversion of controlled substances; continued prosecution or suit
by federal, state and other governmental entities of alleged
violations of laws and regulations regarding controlled substances,
including due to failure to achieve a global resolution of the
multi-district opioid litigation and other related state court
litigation, and any related disputes, including shareholder
derivative lawsuits; increased federal scrutiny and litigation,
including qui tam litigation, for alleged violations of laws and
regulations governing the marketing, sale, purchase and/or
dispensing of pharmaceutical products or services, and associated
reserves and costs; failure to comply with the Corporate Integrity
Agreement; material adverse resolution of pending legal
proceedings; the retention of key customer or supplier
relationships under less favorable economics or the adverse
resolution of any contract or other dispute with customers or
suppliers; changes to customer or supplier payment terms, including
as a result of the COVID-19 impact on such payment terms; risks
associated with the strategic, long-term relationship between
Walgreens Boots Alliance, Inc. and the Company, including
principally with respect to the pharmaceutical distribution
agreement and/or the global generic purchasing services
arrangement; changes in tax laws or legislative initiatives that
could adversely affect the Company’s tax positions and/or the
Company’s tax liabilities or adverse resolution of challenges to
the Company’s tax positions; regulatory or enforcement action in
connection with our former compounded sterile preparations (CSP)
business or the related consent decree; managing foreign expansion,
including non-compliance with the U.S. Foreign Corrupt Practices
Act, anti-bribery laws, economic sanctions and import laws and
regulations; financial market volatility and disruption; the loss,
bankruptcy or insolvency of a major supplier, including as a result
of COVID-19; substantial defaults in payment, material reduction in
purchases by or the loss, bankruptcy or insolvency of a major
customer, including as a result of COVID-19; financial and other
impacts of COVID-19 on our operations or business continuity;
changes to the customer or supplier mix; malfunction, failure or
breach of sophisticated information systems to operate as designed;
risks generally associated with data privacy regulation and the
international transfer of personal data; natural disasters or other
unexpected events that affect the Company’s operations; the
impairment of goodwill or other intangible assets (including any
additional impairments with respect to foreign operations),
resulting in a charge to earnings; the acquisition of businesses
that do not perform as expected, or that are difficult to integrate
or control, or the inability to capture all of the anticipated
synergies related thereto or to capture the anticipated synergies
within the expected time period; the Company’s ability to manage
and complete divestitures; the disruption of the Company’s cash
flow and ability to return value to its stockholders in accordance
with its past practices; interest rate and foreign currency
exchange rate fluctuations; declining economic conditions in the
United States and abroad; and other economic, business,
competitive, legal, tax, regulatory and/or operational factors
affecting the Company’s business generally. Certain additional
factors that management believes could cause actual outcomes and
results to differ materially from those described in
forward-looking statements are set forth (i) in Item 1A (Risk
Factors), in the Company’s Annual Report on Form 10-K for the
fiscal year ended September 30, 2019 and elsewhere in that report,
(ii) in Item 1A (Risk Factors), in the Company’s Quarterly Report
on Form 10-Q for the quarter ended March 31, 2020 and elsewhere in
that report and (iii) in other reports filed by the Company
pursuant to the Securities Exchange Act. The Company undertakes no
obligation to publicly update or revise any forward-looking
statements, except as required by the federal securities laws.
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version on businesswire.com: https://www.businesswire.com/news/home/20200512005907/en/
Bennett S. Murphy Senior Vice President, Investor
Relations 610-727-3693
bmurphy@amerisourcebergen.com
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