As previously announced, on February 7, 2018, McKesson Corporation
(the Company) entered into an Underwriting Agreement with the several underwriters named therein (the Underwriters), pursuant to which the Company agreed to issue and sell to the Underwriters $600,000,000 aggregate principal
amount of its 3.950% Notes due 2028 (the Notes). On February 16, 2018, the Notes were issued pursuant to the Indenture, dated as of December 4, 2012 (the Indenture) between the Company and Wells Fargo Bank, National
Association, as trustee (the Trustee), as supplemented by an Officers Certificate, dated as of February 16, 2018, setting forth certain terms of the Notes (the Officers Certificate).
The Notes will bear interest at the rate of 3.950% per year. Interest on the Notes is payable on February 16 and August 16 of
each year, beginning on August 16, 2018.
Upon at least 15 days and not more than 45 days notice to holders of the Notes,
the Company may redeem the Notes for cash in whole, at any time, or in part, from time to time, prior to maturity, at redemption prices that include accrued and unpaid interest and a make-whole premium, as specified in the Indenture and the
Officers Certificate. The Indenture and the Officers Certificate include certain covenants, including limitations on the Companys ability to create certain liens on its assets or enter into sale and leaseback transactions with
respect to its properties, or consolidate, merge or sell all or substantially all of its assets, subject to a number of important exceptions as specified in the Indenture. The Notes are unsecured and unsubordinated obligations of the Company and
rank equally with all of the Companys existing and future unsecured and unsubordinated indebtedness from time to time outstanding. The Indenture contains customary event of default provisions. In the event of the occurrence of both (1) a
change of control of the Company and (2) a downgrade of the Notes below an investment grade rating by each of the Ratings Agencies (as defined in the Officers Certificate) within a specified period, unless the Company has previously
exercised its optional redemption right with respect to the Notes in whole, the Company will be required to offer to repurchase the Notes from the holders at a price in cash equal to 101% of the then outstanding principal amount of the Notes, plus
accrued and unpaid interest to, but not including, the date of repurchase.
The public offering price of the Notes was 99.975% of the
principal amount. The Company expects to receive approximately $595 million in aggregate net proceeds from the offering of the Notes, after estimated expenses. The Company expects to use the net proceeds from this offering and the net proceeds
from its recently completed issuance and sale of 250,000,000 aggregate principal amount of its Floating Rate Notes due 2020 and 500,000,000 aggregate principal amount of its 1.625% Notes due 2026 to finance the purchase of up to
$1.1 billion of certain of the Companys outstanding notes pursuant to and upon the terms set forth in an offer to purchase and related letter of transmittal. The Company intends to use the remaining net proceeds, if any, for working
capital and general corporate purposes, which may include, among other things, the repayment of debt.
The Notes were offered and sold
pursuant to the Companys automatic shelf registration statement on Form
S-3
(Registration
No. 333-215763)
under the Securities Act of 1933, as amended. The
Company has filed with the Securities and Exchange Commission (the SEC) a prospectus supplement, dated February 7, 2018, together with the accompanying prospectus, dated January 27, 2017.
For a complete description of the terms and conditions of the Officers Certificate and the Notes, please refer to the Officers
Certificate and the form of Note, which are incorporated herein by reference and attached to this Current Report on
Form 8-K
as Exhibits 4.1 and 4.2, respectively.
In reviewing the agreements included as exhibits to this Current Report on Form
8-K,
note that they
are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements may contain representations and
warranties by each of the parties to the applicable agreement. Those representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:
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should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
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may have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures would not necessarily be reflected in the agreement;
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may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
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were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.
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Accordingly, those representations and warranties may not describe the actual state of affairs as of the date they were made or at any other
time. Additional information about the Company may be found in our other public filings, which are available without charge through the SECs website at http://www.sec.gov.
From time to time in the ordinary course of their respective businesses, certain of the Underwriters, the Trustee and their respective
affiliates have engaged in and may in the future engage in commercial banking, derivatives and/or financial advisory, investment banking and other commercial transactions and services with the Company and its affiliates for which they have received
or will receive customary fees and commissions.