UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Amendment of Term Loan
On September 5, 2025, Cencora, Inc. (the “Company”) entered into Amendment No. 2 (the “Term Credit Amendment”) to the Term Credit Agreement, dated as of November 26, 2024, among the Company, the lenders party thereto and Bank of America, N.A., as administrative agent, as amended by Amendment No. 1, dated as of June 4, 2025 (the “Term Credit Agreement”, as amended by the Term Credit Amendment, the “Amended Term Credit Agreement”), pursuant to which the Company and certain subsidiaries previously obtained a senior unsecured term loan (the “Term Loan”).
The Term Credit Amendment amended the Term Credit Agreement to change the maturity date from January 2, 2028 to October 1, 2027 and modify the interest rate at which the Term Loan bears interest. The Term Loan bears interest at a rate equal to either an adjusted Term SOFR rate plus an applicable margin or an alternate base rate plus an applicable margin, in each case based on the Company’s public debt ratings by Standard & Poor’s Ratings Services, Moody’s Investors Service, Inc. and Fitch, Inc. Pursuant to the Amended Term Credit Agreement, such applicable margins range from 62.5 basis points to 125.0 basis points over the adjusted Term SOFR rate and 0 basis points to 25.0 basis points over the alternate base rate, in each case, as determined in accordance with the provisions of the Amended Term Credit Agreement.
The foregoing description of the Term Credit Amendment does not purport to be complete and is qualified in its entirety by reference to the Term Credit Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Amendment of Money Market Facility
On September 5, 2025, the Company entered into Amendment No. 2 (the “Money Market Facility Amendment”) to the Uncommitted Money Market Line Credit Agreement, dated as of June 10, 2022, between the Company and Société Générale, acting through its New York Branch, as amended by Amendment No. 1, dated as of February 3, 2025 (the “Money Market Facility Agreement”), pursuant to which the Company has the ability to request short-term, unsecured revolving credit loans from time to time (the “Money Market Facility”).
The Money Market Facility Amendment amended the Money Market Facility Agreement to, among other things, permit borrowings in a principal amount of up to (i) $500 million on or after April 1 and before December 1 of any year and (ii) $750 million on or after December 1 and before March 31 of any year. The Money Market Facility may be decreased or terminated by the bank or the Company at any time without prior notice.
The foregoing description of the Money Market Facility Amendment does not purport to be complete and is qualified in its entirety by reference to the Money Market Facility Amendment, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Amendment No. 2 to Term Credit Agreement, dated as of September 5, 2025, among the Company, the lenders party thereto, and Bank of America, N.A., as administrative agent. | |
| 10.2 | Amendment No. 2 to Uncommitted Money Market Line Credit Agreement, dated as of September 5, 2025, between the Company and Société Générale, acting through its New York Branch, as lender. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Cencora, Inc. | ||
| September 9, 2025 | By: | /s/ James F. Cleary |
| Name: James F. Cleary | ||
| Title: Executive Vice President and Chief Financial Officer | ||