Cencora, Inc. 8-K

What Happened

• On January 12, 2026 (reported in an 8-K filed January 16, 2026), Cencora, Inc. entered into multiple credit agreements to fund the previously announced acquisition of the majority of OneOncology.
• The company amended its Revolving Credit Agreement to increase commitments by $1.0 billion to a total of $5.5 billion (JPMorgan Chase Bank, N.A. as administrative agent).
• Cencora also put in place two term facilities tied to the Acquisition: a $1.5 billion multi‑year term loan (two tranches: $500M maturing two years after draw; $1.0B maturing three years after draw) with JPMorgan as agent, and a $3.0 billion 364‑day term loan with Citibank as agent. Proceeds will be used to pay acquisition consideration, repay OneOncology debt, and cover fees and expenses.
• The prior $4.5 billion bridge financing commitments for the Acquisition were automatically reduced to zero as a result of these new term facilities.

Key Details

• Amendment increased revolving commitments by $1.0B to $5.5B (effective Jan 12, 2026).
• Term loans: $1.5B total (Tranche One $500M, Tranche Two $1.0B); 364‑day loan: $3.0B (both funding subject to closing the Acquisition).
• Interest: variable, based on Term SOFR or Daily Simple SOFR (or alternate base rate) plus margins tied to Cencora’s public debt ratings; margins and ticking fees vary by rating (examples: Term loan margins 75–125 bps; 364‑day margins 87.5–112.5 bps; ticking fees starting April 1, 2026 range ~5.5–15 bps and 6–10 bps respectively).
• Covenants: customary covenants and defaults; financial leverage ratio covenant of ≤4.00:1.00 (can be increased to 4.50:1.00 at the company’s election for a material acquisition).

Why It Matters

• These agreements provide the financing package Cencora says is intended to fund the OneOncology purchase, repay its debt, and cover transaction costs, replacing the previously disclosed bridge facility.
• The new debt increases the company’s funded indebtedness and includes a leverage covenant investors should monitor (4.00:1.00, with limited ability to increase to 4.50:1.00).
• Borrowing costs will be variable and tied to Cencora’s credit ratings, so future interest expense may change with rating actions; several lenders involved also have ongoing advisory and banking relationships with Cencora.