Item 8.01. Other Events.
On
May 12, 2020, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”), by and among the Company
and BofA Securities, Inc., MUFG Securities Americas Inc., and U.S. Bancorp Investments, Inc. on behalf of themselves and as representatives
of the several underwriters named therein (the “Underwriters”). The Underwriting Agreement provides for the issuance
and sale by the Company, and the purchase by the Underwriters, of the Notes. The Notes will be senior unsecured obligations of
the Company. The Underwriting Agreement contains representations, warranties, conditions and covenants of the parties thereto and
provides for indemnification by each of the Company and the Underwriters against certain liabilities and contribution provisions
in respect of those liabilities. The Company expects to consummate the sale of the Notes to the Underwriters, which is subject
to the closing conditions specified in the Underwriting Agreement, on May 19, 2020.
The
offer and sale of the Notes have been registered under the Securities Act of 1933, as amended, pursuant to the Company’s
shelf registration statement on Form S-3 (Registration Statement No. 333-228489) (the “Shelf Registration Statement”),
filed with the Securities and Exchange Commission on November 20, 2018.
If
the sale of the Notes is consummated pursuant to the terms set forth in the Underwriting Agreement, the Company estimates that
it will receive net proceeds of approximately $493.8 million (after deducting underwriting discounts and offering expenses) from
the sale of the Notes. The Company intends to use the net proceeds to redeem all of its 3.500% Senior Notes due November 15, 2021
and for general corporate purposes. Pending application of the net proceeds from the sale of the Notes for the foregoing purposes,
the Company expects to invest such proceeds in high-quality, short-term debt securities (although it is not required to do so by
the terms of the Notes).
Certain
of the underwriters and their affiliates 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 customary fees and commissions. Specifically, BofASecurities, Inc., MUFG
Securities Americas Inc. and U.S. Bancorp Investments, Inc. or their affiliates and certain other underwriters have served as
underwriters in connection with past senior note offerings by the Company and may serve similar roles in future securities offerings
by the Company. Additionally, the underwriters or their affiliates serve various roles in the Company’s multi-currency revolving
credit facility: BofA Securities, Inc. serves as a joint lead arranger and joint bookrunner and Bank of America, N.A., an affiliate
of BofA Securities, Inc., serves as a syndication agent and a lender; and MUFG Bank, Ltd., an affiliate of MUFG Securities Americas
Inc., and U.S. Bank National Association, an affiliate of U.S. Bancorp Investments, Inc., serve as documentation agents and lenders.
As of March 31, 2020, there were no borrowings outstanding under the Company’s multi-currency revolving credit facility.
In addition, MUFG Bank, Ltd. serves as administrator for the Company’s receivables securitization facility. As of March
31, 2020, the Company’s subsidiary, Amerisource Receivables Financial Corporation, had an aggregate principal amount of
$350 million outstanding under the receivables securitization facility. U.S. Bancorp Investments, Inc. is an affiliate of the
trustee. Lastly, certain of the underwriters or their affiliates also serve as lenders, agents and in other capacities under the
Company’s credit facilities.
The
foregoing is a brief description of certain terms of the Underwriting Agreement and, by its nature, is incomplete. It is qualified
in its entirety by the text of the Underwriting Agreement filed as Exhibit 1.1 to this Current Report and incorporated herein by
reference. The Underwriting Agreement is also filed with reference to, and is hereby made an exhibit to, the Shelf Registration
Statement.
Cautionary
Note Regarding Forward-Looking Statements
Certain of the statements
contained in this Current Report on Form 8-K 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.