Cardinal Health, Inc. (NYSE:CAH) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On September 30, 2019, Cardinal Health Funding, LLC (“CHFunding”), an indirectly owned receivables financing subsidiary of Cardinal Health, Inc. (the “Company”), Griffin Capital, LLC, an indirectly owned receivables financing subsidiary of the Company, Wells Fargo Bank, N.A., Liberty Street Funding LLC, The Bank of Nova Scotia, Atlantic Asset Securitization LLC, Credit Agricole Corporate and Investment Bank New York Branch, U.S. Bank National Association, PNC Bank, National Association, Victory Receivables Corporation and MUFG Bank, Ltd. (“MUFG Bank”), entered into a Fourth Amendment and Joinder (the “RPA Amendment”) to the Fourth Amended and Restated Receivables Purchase Agreement (as amended, the “Receivables Purchase Agreement”). The RPA Amendment extends the term of the Company’s $1.0 billion committed receivables sales facility program until September 30, 2022. The RPA Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and the foregoing description is qualified by reference to the full text of the RPA Amendment set forth in Exhibit 10.1.
In connection with the RPA Amendment, the Company, CHFunding and MUFG Bank entered into Amendment No. 3 to Seventh Amended and Restated Performance Guaranty (the “Guaranty Amendment”), which requires the Company to maintain a maximum Consolidated Net Leverage Ratio at the end of every fiscal quarter from September 2019 through December 2020 of no greater than 4.00-to-1.00. The maximum ratio permitted at the end of any fiscal quarter will reduce to 3.75-to-1.00 in March 2021. The Guaranty Amendment is filed as Exhibit 10.2 to this Current Report on Form 8-K and the foregoing description is qualified by reference to the full text to the Guaranty Amendment set forth in Exhibit 10.2.
From time to time, the financial institutions party to the Receivables Purchase Agreement or their affiliates have performed, and may in the future perform, various commercial banking, investment banking and other financial advisory services for the Company, for which they receive customary fees and expenses. Wells Fargo Bank, N.A. serves as a dealer under the Company\’s commercial paper program. In addition, MUFG Bank, Wells Fargo Bank, N.A., The Bank of Nova Scotia, PNC Bank, National Association, Credit Agricole Corporate and Investment Bank and U.S. Bank National Association or their affiliates currently act as members of the lending syndicate under the Company’s revolving credit facility.
Item 9.01. Financial Statements and Exhibits.
CARDINAL HEALTH INC Exhibit
EX-10.1 2 ex101_4thamendmentjoindert.htm EXHIBIT 10.1 Exhibit Exhibit 10.1FOURTH AMENDMENT AND JOINDERTO THEFOURTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTThis FOURTH AMENDMENT AND JOINDER TO THE FOURTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”),…
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About Cardinal Health, Inc. (NYSE:CAH)
Cardinal Health, Inc. is a healthcare services and products company. The Company operates through two segments: Pharmaceutical and Medical. The Pharmaceutical segment distributes branded and generic pharmaceutical, specialty pharmaceutical, over-the-counter healthcare and consumer products. This segment also operates nuclear pharmacies and cyclotron facilities; provides pharmacy management services to hospitals, as well as medication therapy management and patient outcomes services to hospitals, other healthcare providers and payers, and provides services to healthcare companies. The Medical segment distributes a range of medical, surgical and laboratory products, and provides services to hospitals, ambulatory surgery centers, clinical laboratories and other healthcare providers. This segment also manufactures, sources and develops its own Cardinal Health brand medical and surgical products. It provides post-acute care management and transition services, and software to hospitals.
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