8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): September 17, 2014

PHARMERICA CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-33380	87-0792558
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1901 Campus Place

Louisville, Kentucky 40299

(Address of principal executive offices) (Zip Code)

(502) 627-7000

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

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 September 17, 2014, PharMerica Corporation (the “Corporation”) entered into a Credit Agreement by and among the Corporation, the lenders named therein (the “Lenders”), Bank of America, N.A, as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, and U.S. Bank, National Association, Citibank, N.A., MUFG Union Bank, N.A., BBVA Compass Bank and Suntrust Bank as co-documentation agents (the “Credit Agreement”).  The Credit Agreement provides the Corporation with an initial term loan facility of $225,000,000 and an initial revolving credit facility of $310,000,000 (the “Revolving Credit Facility”).  Unless terminated earlier, the Credit Agreement will mature on September 30, 2019, and the principal amount outstanding thereunder, together with all accrued unpaid interest and other amounts owed thereunder, if any, will be payable in full on such date.  The Credit Agreement replaces the Corporation’s former Credit Agreement dated as of May 2, 2011, as amended (the “Former Credit Agreement”).

Borrowings under the Credit Agreement bear interest at a floating rate equal to, at the Corporation’s option, a base rate plus a margin between 0.50% and 1.25% per annum, or a Eurodollar Rate plus a margin between 1.50% and 2.25% per annum, in each case depending on the leverage ratio of the Corporation as defined by the Credit Agreement. The base rate is the greater of the prime lending rate in effect on such day, the federal funds effective rate plus 0.5%, and the Eurodollar Rate plus 1.0%.  The Credit Agreement also provides for letter of credit fees between 1.50% and 2.25% on the letter of credit exposure, depending on the leverage ratio of the Corporation, and 0.125% on the actual daily amount available to be drawn under such letter of credit. The Corporation will also pay fronting fees on the aggregate letter of credit exposure at a rate separately agreed upon between the Corporation and the issuing bank.  The Credit Agreement also provides for a commitment fee payable on the unused portion of the Revolving Credit Facility, which shall accrue at a rate per annum ranging from 0.25% to 0.35%, depending on the leverage ratio of the Corporation.

The Credit Agreement contains customary affirmative and negative covenants, as well as customary events of default.  The Credit Agreement also requires the Corporation to satisfy an interest coverage ratio and a leverage ratio. The interest charge coverage ratio as of the last day of any fiscal quarter can be no less than: 3.00:1.00.  The Leverage Ratio as of the last day of any fiscal quarter of the Borrower cannot exceed 3.75:1.00, subject to certain exceptions for permitted acquisitions.  In addition, capital expenditures (other than those funded with proceeds of asset sales or insurance) are restricted in any fiscal year to 5.0% of revenues.

The obligations under the Credit Agreement are guaranteed by certain domestic subsidiaries of the Corporation and secured by liens on substantially all of the Corporation's assets.

The foregoing summary is qualified in its entirety by reference to the Credit Agreement, which will be filed as an exhibit to the Corporation's next quarterly report on Form 10-Q for the quarter ending September 30, 2014.

Certain of the lenders under the Credit Agreement and their affiliates have provided and may continue to provide investment banking, commercial banking, financial services, or other services to the Corporation and its affiliates. They have received, and may in the future receive, customary fees and commissions for their services.

Item 1.02 Termination of a Material Definitive Agreement

Effective as of September 17, 2014, in connection with the Corporation’s entry into the Credit Agreement, the Former Credit Agreement was terminated.  Proceeds from the Credit Agreement were used to repay in full all amounts outstanding under the Former Credit Agreement.  Concurrently, the associated Guaranty and Collateral Agreement dated May 2, 2011 was also terminated.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information provided in Item 1.01 of this Form 8-K is hereby incorporated into this Item 2.03.

Item 7.01 Regulation FD Disclosure

On September 19, 2014, the Corporation issued a press release announcing its entry into the Credit Agreement.  A copy of the press release is filed and attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information contained in Item 7.01 to this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing by the Company under the Act, unless expressly stated otherwise.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release of PharMerica Corporation, dated September 19, 2014.

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.

	PHARMERICA CORPORATION
Date: September 22, 2014	By:	/s/ Thomas A. Caneris
		Thomas A. Caneris
		Senior Vice President, General Counsel, Chief Compliance Officer and Secretary

EXHIBIT INDEX

No.	Description
99.1	Press Release of PharMerica Corporation, dated September 19, 2014.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE DISTRIBUTION

PHARMERICA ANNOUNCES NEW SENIOR SECURED CREDIT AGREEMENT

New Agreement Expands Committed and Uncommitted Credit Capacity by $200 Million and

Reduces Interest Rate by 75 Basis Points

PharMerica has a Strong Financial Foundation and is

Well Positioned to Capitalize on Growth Opportunities

LOUISVILLE, Ky., September 19, 2014 -- PharMerica Corporation (NYSE: PMC), a national provider of institutional, specialty home infusion, hospital and oncology pharmacy services, today announced that it has successfully closed on a new credit agreement. PharMerica will use the facilities for general corporate purposes and to pursue acquisition opportunities.

Under the new credit agreement, the Company borrowed a term loan of $225 million and will have access to a committed revolving credit facility of $310 million. The new credit agreement increases the size of PharMerica’s committed revolving line of credit by $110 million, as compared to the revolving line of credit under the Company’s prior credit agreement, while lowering the Company’s interest rate by 75 basis points. In addition, the Company may request commitments for additional term loans or revolving loans under the new credit agreement as long as they do not exceed $190 million in the aggregate, an increase of $90 million over the amount of incremental commitments and loans permitted under the Company’s existing credit agreement. Furthermore, the principle amortization schedule associated with the term loan is 5% annually, commencing with the second year of the five-year facility, with the remaining 80% due upon the expiration of the facility in September 2019.

“We are pleased to have secured this financing package, which will enhance financial flexibility and reduce the cost of capital, allowing us to us to take advantage of value-enhancing growth opportunities,” said Greg Weishar, PharMerica Corporation’s Chief Executive Officer. "We are positioning PharMerica to compete aggressively for market share through organic growth and acquisitions, and we are confident we will continue to succeed and drive shareholder value creation.”

Participating lenders for the new credit agreement include Bank of America, N.A as administration agent; JPMorgan Chase Bank, N.A. as syndication agent; and U.S. Bank, National Association, Citibank, N.A., MUFG Union Bank, N.A., BBVA Compass Bank and Suntrust Bank as co-documentation agents.

In connection with the new credit agreement, PharMerica’s credit agreement dated May 2, 2011 was repaid in full and terminated.

About PharMerica

PharMerica Corporation is a leading institutional pharmacy services company that services healthcare facilities in the United States, provides pharmacy management services to hospitals, specialty infusion services to patients outside a hospital setting, and offers the only national oncology pharmacy and care management platform in the United States. PharMerica operates 97 institutional pharmacies, 14 specialty infusion centers and 5 specialty oncology pharmacies in 45 states. PharMerica’s customers are institutional healthcare providers, such as skilled nursing facilities, nursing centers, assisted living facilities, hospitals, individuals receiving in-home care and other long-term alternative care providers.

Forward-looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which reflect the Company’s current estimates, expectations and projections about its future results, performance, prospects and opportunities. Forward-looking statements include, among other matters, the information concerning the Company’s possible future results of operations, possible future potential acquisitions, our ability to take advantage of growth opportunities, our ability to compete for market share growth, our ability to grow organically and through acquisitions, our ability to create shareholder value, and our ability to draw against and potentially increase the size or our available credit facility. Forward-looking statements include statements that are not historical facts and can be identified by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “plan,” “may,” “should,” “will,” “would,” “project” and similar expressions. These forward-looking statements are based upon information currently available to us and are subject to a number of risks, uncertainties and other factors that could cause the Company’s actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. Important factors that could cause the Company’s actual results to differ materially from the results referred to in the forward-looking statements we make in this press release include the adequacy of our litigation-related reserves, our ability to collect certain amounts owed to us by third party contract partners, including AmerisourceBergen Drug Corporation, and those included in the Risk Factors section set forth in the Company’s Annual Report on Form 10-K filed with the SEC and in other reports, including Quarterly Reports on Form 10-Q filed with the SEC by the Company.

You are cautioned not to place undue reliance on any forward-looking statements, all of which speak only as of the date of this press release. Except as required by law, we undertake no obligation to publicly update or release any revisions to these forward-looking statements to reflect any events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events. All subsequent written and oral forward-looking statements attributable to us or any person acting on the Company’s behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this press release and in the Risk Factors section set forth in the Company’s Annual Report on Form 10-K filed with the SEC and in other reports filed with the SEC by the Company.

Contact

PharMerica Corporation

David W. Froesel, Jr., 502-627-7950

Executive Vice President, Chief Financial Officer and Treasurer