Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): November 7, 2023

McKESSON CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware

1-13252

94-3207296

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

6555 State Hwy 161

Irving, TX 75039

(Address of Principal Executive Offices, and Zip Code)

(972) 446-4800

Registrant’s Telephone Number, Including Area Code

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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):


☐			Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange
on which registered

Common stock, $0.01 par value

MCK

New York Stock Exchange

1.500% Notes due 2025

MCK25

New York Stock Exchange

1.625% Notes due 2026

MCK26

New York Stock Exchange

3.125% Notes due 2029

MCK29

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 1.01 Entry into a Material Definitive Agreement.

On November 7, 2023, Bank of America, N.A., as administrative agent (the “Administrative Agent”) under the Credit Agreement, dated November 7, 2022, among McKesson Corporation (“McKesson” or the “Company”), as borrower, the lenders party thereto, the letter of credit issuers party thereto, the Administrative Agent and the other parties thereto (the “Credit Agreement”), delivered a notice to the Company (the “Extension Notice Acknowledgement”) pursuant to which the Administrative Agent, each lender and letter of credit issuer party to the Credit Agreement (i) acknowledged the receipt of an extension notice previously delivered by the Company to the Administrative Agent pursuant to Section 2.17(a) of the Credit Agreement requesting that each lender and letter of credit issuer party to the Credit Agreement agree to extend the maturity date of the revolving credit facility provided for in the Credit Agreement from November 7, 2027 to November 7, 2028 (the “Maturity Date Extension”) and (ii) consented to the Maturity Date Extension.

All other terms of the Credit Agreement remain unchanged. For a description of the Credit Agreement, see the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 7, 2022.

A copy of the Extension Notice Acknowledgement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information in Item 1.01 above is hereby incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description

10.1						Extension Notice Acknowledgment, dated November 7, 2023
104						Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 7, 2023



McKesson Corporation

	By:	/s/ Britt J. Vitalone
		Britt J. Vitalone
		Executive Vice President and
		Chief Financial Officer

Exhibit 10.1

EXECUTION VERSION

BANK OF AMERICA, N.A.
One Bryant Park
New York, New York 10036

November 7, 2023

To: McKesson Corporation, as Borrower under the Credit Agreement referred to below

Re: Extension of Maturity Date

We refer to that certain Credit Agreement, dated as of November 7, 2022 (the “Credit Agreement”), among McKesson Corporation, a Delaware corporation (the “Company”), the lenders from time to time party thereto (the “Lenders”), the L/C Issuers from time to time party thereto, and Bank of America, N.A., as Administrative Agent (the “Agent”). Capitalized terms used herein without definition have the meanings set forth in the Credit Agreement.

Pursuant to Section 2.17(a) of the Credit Agreement, the Company has requested that each Lender and L/C Issuer extend the Existing Maturity Date from November 7, 2027 to November 7, 2028 pursuant to the Extension Notice, a copy of which is set forth on Annex A (the “Extension Notice”).

The Agent, the L/C Issuers and the Lenders hereby acknowledge receipt of the Extension Notice, and consent to the extension of the Existing Maturity Date from November 7, 2027 to November 7, 2028.

The Company acknowledges and agrees that the Loan Documents, as amended hereby, remain in full force and effect, binding on and enforceable against it in accordance with the terms.

This extension acknowledgement shall be construed in accordance with and governed by the law of the State of New York.

[Signature Page Follows]

Very truly yours,


BANK OF AMERICA, N.A., Administrative Agent
By:			/s/ Melissa Mullis
Name: Melissa Mullis
Title: Vice President