MCKESSON CORPORATION Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 8.01 regarding the Notes (as defined below) is incorporated herein by reference.
Item 8.01 Other Events.
On
The Notes will bear interest at the rate of 0.900% per year. Interest on the
Notes is payable on
Upon at least 10 days' and not more than 45 days' notice to holders of the Notes, the Company may redeem either series of 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 Officer's Certificate. The Indenture and the Officer's Certificate include certain covenants, including limitations on the Company's 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 Company's 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 a series of Notes below an investment grade rating by each of the Ratings Agencies (as defined in the Officer's Certificate) within a specified period, unless the Company has previously exercised its optional redemption right with respect to the applicable series of Notes in whole, the Company will be required to offer to repurchase such Notes from the holders at a price in cash equal to 101% of the then outstanding principal amount of such Notes, plus accrued and unpaid interest to, but not including, the date of repurchase.
The public offering price of the Notes was 99.961% of the principal amount. The
Company expects to receive approximately
The Notes were offered and sold pursuant to the Company's automatic shelf
registration statement on Form S-3 (Registration No. 333-236808) under the
Securities Act of 1933, as amended. The Company has filed with the
For a complete description of the terms and conditions of the Officer's Certificate, the Notes and the Underwriting Agreement, please refer to the Officer's Certificate and the form of Note and the Underwriting Agreement, which are incorporated herein by reference and attached to this Current Report on Form 8-K as Exhibits 4.1 and 4.2 and 99.1, 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:
• 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;
• may apply standards of materiality in a way that is different from what
may be viewed as material to you or other investors; and
• 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.
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
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description of Exhibits 4.1 Officer's Certificate, dated as ofDecember 3, 2020 , with respect to the Notes. 4.2 Form of Note (included in Exhibit 4.1 above). 5.1 Opinion ofMorrison & Foerster LLP regarding the validity of the Notes. 23.1 Consent ofMorrison & Foerster LLP (included in Exhibit 5.1 above). 99.1 Underwriting Agreement, dated as ofNovember 30, 2020 , by and amongMcKesson Corporation and the several underwriters named therein. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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