Item 1.01. Entry into a Material
Definitive Agreement.
On
May 19, 2020, AmerisourceBergen Corporation (the “Company”) completed the sale of $500,000,000 aggregate principal
amount of the Company’s 2.800% Senior Notes due May 15, 2030 (the “Notes”). The Notes were issued under and are
governed by an Indenture, dated as of November 19, 2009 (the “Base Indenture”), between the Company and U.S. Bank
National Association, as trustee (the “Trustee”), as supplemented and amended by a Ninth Supplemental Indenture, dated
as of May 19, 2020, by and among the Company and the Trustee (the “Ninth Supplemental Indenture” and together with
the Base Indenture, the “Indenture”).
The
Notes bear interest at a rate of 2.800% per year, payable semiannually in arrears on May 15 and November 15 of each year,
beginning on November 15, 2020. The Notes will mature on May 15, 2030, unless earlier redeemed or repurchased. The Company may
redeem the Notes, in whole or in part, at any time from time to time prior to February 15, 2030 at a “make-whole” redemption
price set forth in the Ninth Supplemental Indenture (which redemption price may not be less than the principal amount of the Notes
to be redeemed) and at any time on or after February 15, 2030 at 100% of the principal amount, in each case, plus accrued and unpaid
interest, if any, to the date of redemption. Subject to certain limitations, in the event of a change of control of the Company,
the Company will be required to make an offer to purchase the Notes at a price equal to 101% of the principal amount of the Notes
to be purchased, plus accrued and unpaid interest, if any, to the date of repurchase.
The
Notes are unsecured and unsubordinated obligations of the Company. The Notes rank equal in right of payment with all of the Company’s
existing and future unsecured and unsubordinated indebtedness. However, the Notes are structurally subordinated to all indebtedness
and other liabilities, including trade payables, of the Company’s subsidiaries.
Subject
to a number of important qualifications and exceptions, the Indenture, among other things, limits the Company’s ability and
the ability of the Company’s restricted subsidiaries to create liens and to enter into sale and leaseback transactions and
limits the Company’s ability to merge or consolidate with or into other entities or to sell, lease or convey all or substantially
all of the Company’s and its restricted subsidiaries’ assets, taken as a whole.
The
Indenture provides for certain events of default which include (subject in certain cases to grace and cure periods), among others,
nonpayment of principal or interest; breach of covenants or warranties in the Indenture; defaults under or failure to pay certain
other indebtedness; failure to pay certain final judgments; and certain events of bankruptcy, insolvency, reorganization, administration
or similar proceedings. Generally, if an event of default occurs, the Trustee and the holders of at least 25% in aggregate principal
amount of the then outstanding Notes may declare all the Notes to be due and payable immediately.
The
foregoing is a brief description of certain terms of the Indenture and, by its nature, is incomplete. It is qualified in its entirety
by the text of the Indenture. The Company is filing the Ninth Supplemental Indenture as Exhibit 4.1 to this Current Report on Form
8-K and the Base Indenture was filed with the Securities and Exchange Commission on November 23, 2009 as Exhibit 4.1 to the
Company’s Current Report on Form 8-K, all of which are incorporated herein by reference.