UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 16, 2009
AmerisourceBergen Corporation
(Exact name of registrant as specified in its charter)
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| Delaware
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1-16671
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23-3079390 |
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(State or other Jurisdiction of
Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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1300 Morris Drive
Chesterbrook, PA
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19087 |
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(Zip Code) |
Registrant’s telephone number, including area code: (610) 727-7000
N/A
(Former name or former address if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On November 16, 2009, AmerisourceBergen Corporation (the “Company”) entered into an Underwriting Agreement (the “Underwriting
Agreement”), by and among the Company, certain of the Company’s direct and indirect U.S.
subsidiaries named therein (the “Guarantors”), and Banc of America Securities LLC and J.P. Morgan
Securities Inc., on behalf of themselves and as representatives of the several underwriters named
therein (the “Underwriters”). The Underwriting Agreement provides for the issuance and sale by the
Company, and the purchase by the Underwriters, of $400 million aggregate principal amount of the
Company’s 4.875% Senior Notes due November 15, 2019 (the “Notes”). The Underwriting Agreement
contains representations, warranties, conditions and covenants of the parties thereto and provides
for indemnification by each of the Company, the Guarantors and the Underwriters against certain
liabilities and contribution provisions in respect of those liabilities. The Company expects to
consummate the sale of the Notes to the Underwriters, which is subject to the closing
conditions specified in the Underwriting Agreement, on November 19, 2009.
The Notes will be senior unsecured obligations of the Company and will initially be jointly
and severally guaranteed (the “Guarantees”) on an unsecured basis by the Guarantors. The
Guarantors also guarantee the Company’s outstanding 5-5/8% Senior Notes due September 15, 2012 and
5-7/8% Senior Notes due September 15, 2015 and the Company’s $695 million five-year multi-currency
senior unsecured revolving credit facility (the “Multi-Currency Revolving Credit Facility”).
The offer and sale of the Notes and the Guarantees have been registered under the Securities
Act of 1933, as amended, pursuant to the Company’s shelf registration statement on Form S-3
(Registration Statement No. 333-162227) (the “Shelf Registration Statement”), filed with the
Securities and Exchange Commission on September 30, 2009, and amended on November 4, 2009.
If the sale of the Notes is consummated pursuant to the terms set forth in the Underwriting
Agreement, the Company estimates that it will receive net proceeds of
approximately $392.6 million
(after deducting underwriting discounts and offering expenses) from the sale of the Notes. The
Company intends to use approximately $221.9 million of the net proceeds to repay substantially all
of the amounts outstanding under its Multi-Currency Revolving Credit Facility. The remaining
proceeds will be used for general corporate purposes.
Certain of the Underwriters and their affiliates 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 customary fees and commissions. Specifically, the
Underwriters and their affiliates serve various roles in connection with the Company’s
Multi-Currency Revolving Credit Facility, including as lenders, administrative agent, syndication
agent, co-lead arrangers and joint bookrunners.
The foregoing is a brief description of certain terms of the Underwriting Agreement and, by
its nature, is incomplete. It is qualified in its entirety by the text of the Underwriting
Agreement filed as Exhibit 1.1 to this Current Report and incorporated herein by reference. All
readers are encouraged to read the entire text of the Underwriting Agreement. The Underwriting
Agreement is also filed with reference to, and is hereby made an exhibit to, the Shelf Registration
Statement.
Item 7.01. Regulation FD Disclosure.
On November 16, 2009, the Company issued a news release
announcing that it priced $400 million aggregate principal amount of the Notes in an underwritten
registered public offering. The news release is being furnished with this Current Report as
Exhibit 99.1 and is incorporated herein by reference.
Item 8.01. Other Events.
The legal opinion of Morgan, Lewis & Bockius LLP as to the validity of the Notes and the
Guarantees is attached as Exhibit 5.1 to this Current Report and is filed with reference to, and is
hereby made an exhibit to, the Shelf Registration Statement. Such opinion also contains the consent
of Morgan, Lewis & Bockius LLP to the filing of its opinion as an exhibit to the Shelf Registration
Statement, which consent is also filed with reference to, and hereby made an exhibit to, the Shelf
Registration Statement.
Item 9.01. Financial Statements and Exhibits
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Description |
1.1
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Underwriting Agreement for 4.875% Senior Notes due 2019, dated as of November 16, 2009. |
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5.1
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Opinion of Morgan, Lewis & Bockius LLP. |
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23.1
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Consent of Morgan, Lewis & Bockius LLP (contained in Exhibit 5.1). |
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99.1
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News release of AmerisourceBergen Corporation, dated November 16, 2009. |