Item 1.01. Entry into a Material Definitive
Agreement.
Amendment of Multi-Currency
Revolving Credit Facility
On
May 13, 2021, AmerisourceBergen Corporation (the “Company”) entered into a First Amendment (the “Multi-Currency
Revolving Credit Amendment”) to amend the Credit Agreement, dated as of March 18, 2011, as amended and restated as of September 18,
2019, among the Company, the borrowing subsidiaries party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative
agent, and the other financial institutions party thereto (the “Multi-Currency Revolving Credit”).
The
Multi-Currency Revolving Credit Amendment amends the definitions of “Indebtedness” and “Securitization” in the
Multi-Currency Revolving Credit to provide that obligations arising under certain supply chain financing arrangements as a result of a
recharacterization of a sale of accounts receivable as incurrence of debt will not constitute Indebtedness or a Securitization and to
make certain other corresponding changes.
The
foregoing description of the Multi-Currency Revolving Credit does not purport to be complete and is qualified in its entirety by reference
to the Multi-Currency Revolving Credit Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and to
the Multi-Currency Revolving Credit that was Exhibit 10.1 to a Current Report on Form 8-K filed by the Company on September 23,
2019, each of which is incorporated by reference herein.
Amendment of Term
Credit Agreement
On
May 13, 2021, the Company entered into a First Amendment (the “Term Credit Amendment”) to amend the Term Credit Agreement,
dated as of February 17, 2021, among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent
(the “Term Credit”). The Term Credit was amended to conform with the changes to the Multi-Currency Revolving Credit described
above.
The
foregoing description of the Term Credit does not purport to be complete and is qualified in its entirety by reference to the Term Credit
Amendment, which is filed as Exhibit 10.2 to this Current Report on Form 8-K, and to the Term Credit Agreement that was Exhibit 10.1
to a Current Report on Form 8-K filed by the Company on February 18, 2021, each of which is incorporated by reference herein.
Amendment of Credit
Agreement
On
May 13, 2021, the Company entered into a First Amendment to amend the Credit Agreement (the “Revolving Credit Amendment”),
dated as of February 17, 2021, among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent
(the “Revolving Credit” and, together with the Term Credit and the Multi-Currency Revolving Credit, the “Credit Agreements”).
The Revolving Credit was amended to conform with the changes to the Multi-Currency Revolving Credit described above.
The
foregoing description of the Revolving Credit does not purport to be complete and is qualified in its entirety by reference to the Revolving
Credit Amendment, which is filed as Exhibit 10.3 to this Current Report on Form 8-K, and to the Revolving Credit that was Exhibit 10.2
to a Current Report on Form 8-K filed by the Company on February 18, 2021, each of which is incorporated by reference herein.
Amendment of Securitization
Facility
On
May 13, 2021, subsidiaries of the Company entered into an Omnibus Amendment (the “Amendment”) constituting (i) the
First Amendment to Amended and Restated Receivables Sale Agreement, among AmerisourceBergen Drug Corporation (“ABDC”) and
ASD Specialty Healthcare, LLC (“ASD”), as originators, and Amerisource Receivables Financial Corporation (“ARFC”),
as buyer and (ii) the Sixteenth Amendment to Amended and Restated Receivables Purchase Agreement, among ARFC, as seller, ABDC, as
servicer, the Purchaser Agents and Purchasers (the “Purchasers”) party thereto, and MUFG Bank, Ltd., as administrator.
The
Amendment excluded from the securitization facility certain trade receivables due from one or more named obligors so that such trade receivables
are no longer sold to ARFC or financed by the Purchasers and may be sold in supply chain financing arrangements. In addition, the Amendment
made certain changes to the provisions for the transition to a new interest rate benchmark when LIBOR ceases to be available and made
certain technical amendments. The securitization facility has a base limit of $1,450 million, with an option to increase the commitments
of the participating banks, subject to their approval, by an additional $250 million for seasonal needs during the December and March quarters.
As of March 31, 2021 there was $350 million outstanding under the securitization facility.
The
foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment,
which is filed as Exhibit 10.4 to this Current Report on Form 8-K.
Certain
Relationships
Certain
of the lenders under the Credit Agreements, and their affiliates, have various relationships with the Company and 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 fees and commissions.
In particular, J.P. Morgan Securities LLC, an affiliate of JPMorgan Chase Bank, N.A., BofA Securities, Inc., and Wells Fargo Securities,
LLC, an affiliate of Wells Fargo Bank, N.A., have served as joint book-running managers, and certain affiliates of the other lenders have
served as underwriters, in connection with past senior note offerings by the Company, and such affiliates may serve similar roles in future
securities offerings by the Company. In addition, certain of the lenders serve various roles in connection with the receivables securitization
facility to which the Company’s subsidiaries, ABDC, ASD, and ARFC, are a party and pursuant to which accounts receivables are sold
on a revolving basis to ARFC, a special purpose entity. MUFG Bank, Ltd. serves as administrator and a purchaser under the program.
Certain of the other lenders or their affiliates also serve as lenders or purchasers under the securitization facility. Furthermore, certain
of the lenders serve various roles in connection with the Credit Agreements. Specifically, JPMorgan Chase Bank, N.A. serves as administrative
agent under the Credit Agreements and certain of the other lenders or their affiliates also serve as lenders under the Credit Agreements.