Cencora, Inc. announced that on February 7, 2024, the company completed the sale of $500,000,000 aggregate principal amount of the Company?s 5.125% Senior Notes due 2034. 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, as supplemented and amended by a Twelfth Supplemental Indenture, dated as of February 7, 2024, by and between the Company and the Trustee (the Twelfth Supplemental Indenture and together with the Base Indenture, the Indenture). The Notes bear interest at a rate of 5.125% per year, payable semiannually in arrears on February 15 and August 15 of each year, beginning on August 15, 2024.

The Notes will mature on February 15, 2034, unless earlier redeemed or repurchased. The Company may redeem the Notes, in whole or in part, at any time and from time to time prior to November 15, 2033 at a make-whole redemption price set forth in the Twelfth Supplemental Indenture (which redemption price may not be less than the principal amount of the Notes to be redeemed) and at any time and from time to time on or after November 15, 2033 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 obligations of the Company. The Notes rank equal in right of payment with all of the Company?s existing and future unsecured 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.