AmerisourceBergen Corporation (NYSE:ABC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
Amendment of Multi-Currency Revolving Credit Facility
On November 18, 2016, AmerisourceBergen Corporation (the Company)
and its subsidiaries AmerisourceBergen Specialty Group Canada
Corporation, Innomar Strategies Inc., BP Pharmaceuticals
Laboratories Company and Centaur Services Limited entered into a
Sixth Amendment and Restatement Agreement (the Amendment
Agreement) to amend and restate the Credit Agreement, dated as of
March 18, 2011, as amended, among the Company, the borrowing
subsidiaries party thereto, the lenders party thereto and
JPMorgan Chase Bank, N.A., as administrative agent, to which the
Company and such subsidiaries obtained a senior unsecured
multi-currency revolving credit facility (the Multi-Currency
Revolving Credit Facility).
and its subsidiaries AmerisourceBergen Specialty Group Canada
Corporation, Innomar Strategies Inc., BP Pharmaceuticals
Laboratories Company and Centaur Services Limited entered into a
Sixth Amendment and Restatement Agreement (the Amendment
Agreement) to amend and restate the Credit Agreement, dated as of
March 18, 2011, as amended, among the Company, the borrowing
subsidiaries party thereto, the lenders party thereto and
JPMorgan Chase Bank, N.A., as administrative agent, to which the
Company and such subsidiaries obtained a senior unsecured
multi-currency revolving credit facility (the Multi-Currency
Revolving Credit Facility).
The Multi-Currency Revolving Credit Facility was amended to,
among other things, extend the maturity date of the facility to
November 18, 2021, increase the maximum permitted financial
leverage ratio from 3.00:1.00 to 3.25:1.00 and add Centaur
Services Limited as a borrowing subsidiary. Interest on
borrowings under the Multi-Currency Revolving Credit Facility
accrues at specified rates based on the Companys public debt
ratings by Standard Poors Ratings Services, Moodys Investors
Service, Inc. and Fitch, Inc. and ranges from 70 basis points to
110 basis points over the Canadian Dealer Offered Rate, LIBOR,
the Euro Overnight Rate and the Bankers Acceptance Stamping Fee,
as applicable, and 0 basis points to 10 basis points over the
alternate base rate and Canadian prime rate, as applicable, in
each case, as determined in accordance with the provisions of the
Multi-Currency Revolving Credit Facility. The Company has agreed
to pay facility fees to maintain the availability under the
Multi-Currency Revolving Credit Facility at specified rates based
on its public debt ratings, ranging from 5 basis points to 15
basis points, annually, of the total commitments of the lenders
thereunder. The Company has the right to prepay borrowings under
the Multi-Currency Revolving Credit Facility at any time, in
whole or in part and without premium or penalty (other than, if
applicable, any breakage costs), provided that the amount of any
such prepayment meets certain minimum thresholds. The Company may
also choose to reduce its commitments under the Multi-Currency
Revolving Credit Facility at any time. The Multi-Currency
Revolving Credit Facility contains affirmative and negative
covenants and includes limitations on, among other things,
indebtedness of subsidiaries, liens, fundamental changes and
asset sales. The Company may obtain letters of credit under the
Multi-Currency Revolving Credit Facility up to a maximum amount
of US$75 million. The amount of the Companys outstanding letters
of credit reduces availability under the Multi-Currency Revolving
Credit Facility. The Company may use the funds provided under the
Multi-Currency Revolving Credit Facility for general corporate
purposes of the Company and its subsidiaries. The Multi-Currency
Revolving Credit Facility contains certain representations,
warranties and events of default (which are, in some cases,
subject to certain exceptions, thresholds and grace periods)
including, but not limited to, non-payment of principal and
interest, failure to perform or observe covenants, breaches of
representations and warranties and certain bankruptcy-related
events.
among other things, extend the maturity date of the facility to
November 18, 2021, increase the maximum permitted financial
leverage ratio from 3.00:1.00 to 3.25:1.00 and add Centaur
Services Limited as a borrowing subsidiary. Interest on
borrowings under the Multi-Currency Revolving Credit Facility
accrues at specified rates based on the Companys public debt
ratings by Standard Poors Ratings Services, Moodys Investors
Service, Inc. and Fitch, Inc. and ranges from 70 basis points to
110 basis points over the Canadian Dealer Offered Rate, LIBOR,
the Euro Overnight Rate and the Bankers Acceptance Stamping Fee,
as applicable, and 0 basis points to 10 basis points over the
alternate base rate and Canadian prime rate, as applicable, in
each case, as determined in accordance with the provisions of the
Multi-Currency Revolving Credit Facility. The Company has agreed
to pay facility fees to maintain the availability under the
Multi-Currency Revolving Credit Facility at specified rates based
on its public debt ratings, ranging from 5 basis points to 15
basis points, annually, of the total commitments of the lenders
thereunder. The Company has the right to prepay borrowings under
the Multi-Currency Revolving Credit Facility at any time, in
whole or in part and without premium or penalty (other than, if
applicable, any breakage costs), provided that the amount of any
such prepayment meets certain minimum thresholds. The Company may
also choose to reduce its commitments under the Multi-Currency
Revolving Credit Facility at any time. The Multi-Currency
Revolving Credit Facility contains affirmative and negative
covenants and includes limitations on, among other things,
indebtedness of subsidiaries, liens, fundamental changes and
asset sales. The Company may obtain letters of credit under the
Multi-Currency Revolving Credit Facility up to a maximum amount
of US$75 million. The amount of the Companys outstanding letters
of credit reduces availability under the Multi-Currency Revolving
Credit Facility. The Company may use the funds provided under the
Multi-Currency Revolving Credit Facility for general corporate
purposes of the Company and its subsidiaries. The Multi-Currency
Revolving Credit Facility contains certain representations,
warranties and events of default (which are, in some cases,
subject to certain exceptions, thresholds and grace periods)
including, but not limited to, non-payment of principal and
interest, failure to perform or observe covenants, breaches of
representations and warranties and certain bankruptcy-related
events.
The foregoing description of the Multi-Currency Revolving Credit
Facility does not purport to be complete and is qualified in its
entirety by reference to the Amendment Agreement (including the
amended and restated credit agreement attached as Exhibit A
thereto), which is filed as Exhibit 10.1 to this Current Report
on Form 8-K and is incorporated by reference herein.
Facility does not purport to be complete and is qualified in its
entirety by reference to the Amendment Agreement (including the
amended and restated credit agreement attached as Exhibit A
thereto), which is filed as Exhibit 10.1 to this Current Report
on Form 8-K and is incorporated by reference herein.
Amendment of Term Loans
On November 18, 2016, the Company entered into an Amendment and
Restatement Agreement (the MWI Term Loan Amendment Agreement) to
amend and restate the Term Loan Credit Agreement, dated as of
February 9, 2015, as amended (the MWI Term Loan), among the
Company, Bank of America, N.A., as administrative agent, and
certain other lenders party thereto. On the same day, the Company
entered into an Amendment and Restatement Agreement (the
PharMEDium Term Loan Amendment Agreement) to amend and restate
the Term Loan Credit Agreement, dated November 13, 2015, as
amended (the PharMEDium Term Loan), among the Company, JPMorgan
Chase Bank, N.A., as administrative agent, and certain other
lenders party thereto. The MWI Term Loan Amendment Agreement and
the PharMEDium Term Loan Amendment Agreement made certain changes
to the definitions, representations and negative covenants in the
MWI Term Loan and the PharMEDium Term Loan, respectively, to
conform to corresponding provisions of the Multi-Currency
Revolving Credit Facility.
Restatement Agreement (the MWI Term Loan Amendment Agreement) to
amend and restate the Term Loan Credit Agreement, dated as of
February 9, 2015, as amended (the MWI Term Loan), among the
Company, Bank of America, N.A., as administrative agent, and
certain other lenders party thereto. On the same day, the Company
entered into an Amendment and Restatement Agreement (the
PharMEDium Term Loan Amendment Agreement) to amend and restate
the Term Loan Credit Agreement, dated November 13, 2015, as
amended (the PharMEDium Term Loan), among the Company, JPMorgan
Chase Bank, N.A., as administrative agent, and certain other
lenders party thereto. The MWI Term Loan Amendment Agreement and
the PharMEDium Term Loan Amendment Agreement made certain changes
to the definitions, representations and negative covenants in the
MWI Term Loan and the PharMEDium Term Loan, respectively, to
conform to corresponding provisions of the Multi-Currency
Revolving Credit Facility.
The foregoing description of the MWI Term Loan Amendment
Agreement, and the MWI Term Loan as amended thereby (a copy of
which is attached to the MWI Term Loan Amendment Agreement as
Exhibit A), does not purport to be complete and is qualified in
its entirety by reference to the MWI Term Loan Amendment
Agreement, which is filed as Exhibit 10.2 to this Current Report
on Form 8-K and is incorporated by reference herein.
Agreement, and the MWI Term Loan as amended thereby (a copy of
which is attached to the MWI Term Loan Amendment Agreement as
Exhibit A), does not purport to be complete and is qualified in
its entirety by reference to the MWI Term Loan Amendment
Agreement, which is filed as Exhibit 10.2 to this Current Report
on Form 8-K and is incorporated by reference herein.
The foregoing description of the PharMEDium Term Loan Amendment
Agreement, and the PharMEDium Term Loan as amended thereby (a
copy of which is attached to the PharMEDium Term Loan Amendment
Agreement as Exhibit A), does not purport to be complete and is
qualified in its entirety by reference to the PharMEDium Term
Loan Amendment Agreement, which is filed as Exhibit 10.3 to this
Current Report on Form 8-K and is incorporated by reference
herein.
Agreement, and the PharMEDium Term Loan as amended thereby (a
copy of which is attached to the PharMEDium Term Loan Amendment
Agreement as Exhibit A), does not purport to be complete and is
qualified in its entirety by reference to the PharMEDium Term
Loan Amendment Agreement, which is filed as Exhibit 10.3 to this
Current Report on Form 8-K and is incorporated by reference
herein.
Certain of the lenders under the Multi-Currency Revolving Credit
Facility, the MWI Term Loan and the PharMEDium Term Loan, and
their affiliates, have various relationships with the Company and
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 fees and commissions. In particular,
J.P.
Facility, the MWI Term Loan and the PharMEDium Term Loan, and
their affiliates, have various relationships with the Company and
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 fees and commissions. In particular,
J.P.
Morgan Securities LLC, an affiliate of JPMorgan Chase Bank, N.A.,
Merrill Lynch, Pierce, Fenner Smith Incorporated, an affiliate of
Bank of America, N.A., and Wells Fargo Securities, LLC, an
affiliate of Wells Fargo Bank, N.A., have served as joint
book-running managers, and certain affiliates of the other
lenders have served as underwriters, in connection with past
senior note offerings by the Company, and such affiliates may
serve similar roles in future securities offerings by the
Company. In addition, certain of the lenders serve various roles
in connection with a $1,450 million receivables securitization
facility to which the Companys subsidiaries, AmerisourceBergen
Drug Corporation (“ABDC”) and Amerisource Receivables Financial
Corporation (“ARFC”), are a party and to which accounts
receivables are sold on a revolving basis to ARFC, a special
purpose entity. The Bank of Tokyo-Mitsubishi UFJ, LTD., New York
Branch, serves as administrator and a purchaser under the program
and Wells Fargo Bank, N.A. serves as a purchaser under the
program. Certain of the other lenders or their affiliates also
serve as lenders or purchasers under the securitization facility.
Merrill Lynch, Pierce, Fenner Smith Incorporated, an affiliate of
Bank of America, N.A., and Wells Fargo Securities, LLC, an
affiliate of Wells Fargo Bank, N.A., have served as joint
book-running managers, and certain affiliates of the other
lenders have served as underwriters, in connection with past
senior note offerings by the Company, and such affiliates may
serve similar roles in future securities offerings by the
Company. In addition, certain of the lenders serve various roles
in connection with a $1,450 million receivables securitization
facility to which the Companys subsidiaries, AmerisourceBergen
Drug Corporation (“ABDC”) and Amerisource Receivables Financial
Corporation (“ARFC”), are a party and to which accounts
receivables are sold on a revolving basis to ARFC, a special
purpose entity. The Bank of Tokyo-Mitsubishi UFJ, LTD., New York
Branch, serves as administrator and a purchaser under the program
and Wells Fargo Bank, N.A. serves as a purchaser under the
program. Certain of the other lenders or their affiliates also
serve as lenders or purchasers under the securitization facility.
Amendment of Securitization Facility
On November 18, 2016, subsidiaries of the Company entered into an
Eleventh Amendment to Amended and Restated Receivables Purchase
Agreement (the Eleventh Amendment), among ARFC, as seller, ABDC, as
servicer, the Purchaser Agents and Purchasers party thereto, and
The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as
administrator.
Eleventh Amendment to Amended and Restated Receivables Purchase
Agreement (the Eleventh Amendment), among ARFC, as seller, ABDC, as
servicer, the Purchaser Agents and Purchasers party thereto, and
The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as
administrator.
The Eleventh Amendment:
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Extended the scheduled facility termination date from
November 2, 2018 to November 18, 2019; |
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Conformed certain of the covenants, definitions and
amortization events in the Receivables Purchase Agreement to those set forth in the Company’s Multi-Currency Revolving Credit Facility; and |
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Made certain other technical changes.
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The securitization facility is available to provide additional
liquidity and funding for the ongoing business needs of the Company
and its subsidiaries. Availability under the securitization
facility is based on the accounts receivables originated by ABDC
from the sale of pharmaceuticals and other related services. to the
securitization facility, ABDC sells its accounts receivables to
ARFC. ARFC may sell interests in the accounts receivables purchased
from ABDC to the various purchaser groups party to the
securitization facility, paying program fees on the amount of
receivables interests purchased under the facility. The
securitization facility has a base limit of $1,450 million, with an
option to increase the commitments of the participating banks,
subject to their approval, by an additional $250 million for
seasonal needs during the December and March quarters. The Company
serves as the performance guarantor of ABDCs obligations as
originator and servicer under the securitization facility. Any
capitalized terms used in this section and not defined in this
Current Report on Form 8-K shall have the meaning set forth in the
Eleventh Amendment.
liquidity and funding for the ongoing business needs of the Company
and its subsidiaries. Availability under the securitization
facility is based on the accounts receivables originated by ABDC
from the sale of pharmaceuticals and other related services. to the
securitization facility, ABDC sells its accounts receivables to
ARFC. ARFC may sell interests in the accounts receivables purchased
from ABDC to the various purchaser groups party to the
securitization facility, paying program fees on the amount of
receivables interests purchased under the facility. The
securitization facility has a base limit of $1,450 million, with an
option to increase the commitments of the participating banks,
subject to their approval, by an additional $250 million for
seasonal needs during the December and March quarters. The Company
serves as the performance guarantor of ABDCs obligations as
originator and servicer under the securitization facility. Any
capitalized terms used in this section and not defined in this
Current Report on Form 8-K shall have the meaning set forth in the
Eleventh Amendment.
The foregoing description of the Eleventh Amendment does not
purport to be complete and is qualified in its entirety by
reference to the Eleventh Amendment, which is filed as Exhibit 10.4
to this Current Report on Form 8-K and is incorporated by reference
herein.
purport to be complete and is qualified in its entirety by
reference to the Eleventh Amendment, which is filed as Exhibit 10.4
to this Current Report on Form 8-K and is incorporated by reference
herein.
Item 2.03. Creation of Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information set forth in Item 1.01 above is hereby incorporated
by reference into this Item 2.03.
by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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10.1
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Sixth Amendment and Restatement Agreement, dated as of
November 18, 2016, among AmerisourceBergen Corporation, the borrowing subsidiaries party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent. |
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10.2
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Amendment and Restatement Agreement, dated as of November
18, 2016, among AmerisourceBergen Corporation, the lenders party thereto and Bank of America, N.A., as Administrative Agent. |
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10.3
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Amendment and Restatement Agreement, dated as of November
18, 2016, among AmerisourceBergen Corporation, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. |
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10.4
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Eleventh Amendment to Amended and Restated Receivables
Purchase Agreement, dated as of November 18, 2016, among AmeriSource Receivables Financial Corporation, as seller, AmerisourceBergen Drug Corporation, as servicer, the Purchaser Agents and Purchasers party thereto, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as administrator. |
About AmerisourceBergen Corporation (NYSE:ABC)
AmerisourceBergen Corporation is a pharmaceutical sourcing and distribution services company. The Company’s segments include Pharmaceutical Distribution and Other. The Company provides services to healthcare providers, and pharmaceutical and biotech manufacturers. As of June 30, 2016, the Pharmaceutical Distribution segment consists of two operating segments, including the operations of AmerisourceBergen Drug Corporation (ABDC) and AmerisourceBergen Specialty Group (ABSG), which distributes specialty drugs to their customers. Servicing healthcare providers in the pharmaceutical supply channel, the Pharmaceutical Distribution segment’s operations provide drug distribution and related services. The Other segment consists of the operations of various segments, including the AmerisourceBergen Consulting Services (ABCS), the World Courier Group, Inc. and the MWI Veterinary Supply, Inc. ABSG operates distribution facilities that focus primarily on complex disease treatment regimens. AmerisourceBergen Corporation (NYSE:ABC) Recent Trading Information
AmerisourceBergen Corporation (NYSE:ABC) closed its last trading session down -0.04 at 78.41 with 2,607,501 shares trading hands.
