Business Context and Reporting Period
This Form 8-K Current Report was filed by AmerisourceBergen Corporation (now Cencora, Inc.) on June 15, 2023. The report details a material definitive agreement entered into on the same date regarding a share repurchase transaction.
Key Financial Metrics and Transaction Details
- Transaction Type: Share repurchase agreement with Walgreens Boots Alliance Holdings LLC.
- Shares Repurchased: 275,984 shares of common stock.
- Aggregate Price: Approximately $50 million.
- Expected Closing Date: June 20, 2023.
- Shareholder Ownership Post-Transaction: The Selling Stockholder retains 33,090,404 shares, representing approximately 16% of the total outstanding shares.
- Total Outstanding Shares: 201,983,425 (calculated based on May 31, 2023, figures less the repurchased shares).
Material Changes and Context
The repurchase was executed in connection with the Selling Stockholder entering into variable pre-paid forward sale contracts with financial institutions under Rule 144 of the Securities Act of 1933. The repurchased shares are to be held in treasury under the Company's existing share repurchase program. This filing does not report changes in revenue, profit, cash flow, margins, debt, or liquidity metrics.
Guidance, Outlook, and Risks
The filing does not provide updated financial guidance, management commentary on future outlook, or specific risk factors beyond the standard disclosure of the transaction mechanics. The transaction is a routine execution of the Company's share repurchase program.
Key Facts for Investor Verification
- Verify the final closing of the $50 million repurchase on or around June 20, 2023.
- Confirm the updated total share count and the Selling Stockholder's exact percentage ownership post-closing.
- Review the full text of the Share Repurchase Agreement (Exhibit 10.1) for specific terms and conditions.
- Note that this filing does not contain quarterly or annual financial performance data.