AmerisourceBergen Corporation (NYSE:ABC) Files An 8-K Other EventsItem 8.01. Other Events.
Amendment to Revolving Credit Facility and Term Loans
On December 18, 2017, AmerisourceBergen Corporation (the "Company") and certain of its subsidiaries entered into Amendment No. 1 (the "Amendment") to (i) the Sixth Amendment and Restatement Agreement, dated as of November 18, 2016 (the "Revolving Credit Agreement"), among the Company, the borrowing subsidiaries from time to time party thereto, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, (ii) the Amendment and Restatement Agreement, dated as of November 18, 2016 (the "PharMEDium Term Loan Agreement"), among the Company, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, and (iii) the Amendment and Restatement Agreement, dated as of November 18, 2016 (the "MWI Term Loan Agreement" and, together with the Revolving Credit Agreement and the PharMEDium Term Loan Agreement, the "Credit Agreements"), among the Company, the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent.
The Amendment amends the definition of "Consolidated EBITDA" in each of the Credit Agreements to add back all amounts related to (i) the previously disclosed $625.0 million reserve taken by the Company during the fiscal quarter ended September 30, 2017, related to a payment expected to be made to an agreement in principle with the United States Attorney's Office for the Eastern District of New York (the "USAO-EDNY") to resolve civil claims under the Federal False Claims Act and (ii) the previously disclosed $260.0 million reserve taken by the Company during the fiscal quarter ended June 30, 2017, related to the payment by the Company, during the fiscal year ended September 30, 2017, of $260.0 million to a plea agreement with the USAO-EDNY for a misdemeanor violation of the Federal Food, Drug, and Cosmetic Act. The matter to which each reserve relates is more fully described in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2017.
Certain of the lenders under the Credit Agreements, 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, Citigroup Global Markets Inc., an affiliate of Citibank, N.A., 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., Mitsubishi UFJ Securities (USA), Inc., an affiliate of The Bank of Tokyo-Mitsubishi UFJ, Ltd., and Wells Fargo Securities, LLC, an affiliate of Wells Fargo Bank, N.A., have served as 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 receivables securitization facility to which the Company’s subsidiaries AmerisourceBergen Drug Corporation ("ABDC") and Amerisource Receivables Financial Corporation ("ARFC") are a party. The Bank of Tokyo-Mitsubishi UFJ, Ltd. serves as administrator and as 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. In addition, Citigroup Global Markets, Inc. acted as the Company's financial advisor in connection with its previously disclosed proposed acquisition of H.D. Smith.
Amendment to Securitization Facility
On December 18, 2017, subsidiaries of the Company entered into (1) a Twelfth Amendment to the Amended and Restated Receivables Purchase Agreement (the "RPA Amendment"), among AFRC, as seller, ABDC, as servicer, the purchaser agents and purchasers party thereto, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as administrator and (2) a Second Amendment to the Amended and Restated Performance Undertaking (the “Performance Undertaking Amendment”).
The RPA Amendment and the Performance Undertaking Amendment made certain changes to the definitions in the Amended and Restated Receivables Purchase Agreement and the Amended and Restated Performance Undertaking, respectively, to conform to corresponding provisions of the Revolving Credit Agreement, as amended by the Amendment, and made certain other technical changes.
The foregoing descriptions of the Amendment, the RPA Amendment and the Performance Undertaking Amendment do not purport to be complete and are qualified in their entirety by reference to the Amendment, the RPA Amendment and the Performance Undertaking Amendment, which will be filed as exhibits to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ending December 31, 2017.
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.
