McKesson Corporation (NYSE: MCK) (the “Company”) today announced
the determination of the Full Tender Offer Consideration, as shown
in the table below, for its previously announced cash tender offer
to purchase up to $1,100,000,000 (the “Tender Cap”) combined
aggregate purchase price (the “Offer”) of its outstanding 6.000%
Notes due 2041 (the “6.000% Notes”), 7.650% Debentures due 2027
(the “7.650% Debentures”), 4.883% Notes due 2044 (the “4.883%
Notes”), 4.750% Notes due 2021 (the “4.750% Notes”) and 7.500%
Notes due 2019 (the “7.500% Notes” and together with the 6.000%
Notes, the 7.650% Debentures, the 4.883% Notes and the 4.750%
Notes, the “Notes”, and each, a “series” of Notes). Except as
described in this press release, all other terms of the Offer as
described in the Offer Documents (as defined below) remain
unchanged.
On February 7, 2018, the Company commenced the Offer in
accordance with the terms and conditions set forth in the offer to
purchase, dated February 7, 2018 (the “Offer to Purchase”), and the
related letter of transmittal (the “Letter of Transmittal” and,
together with the Offer to Purchase, the “Offer Documents”). Select
terms of the Offer are described in the table below:
Title of Security
CUSIP / ISINNumbers
PrincipalAmountOutstanding
AcceptancePriority
PrincipalAmountTendered(1)
USTReferenceSecurity
ReferenceYield
FixedSpread
TenderOfferYield
Full Tender
OfferConsideration(2)(3)(4)
6.000%Notes due 2041
58155QAE3 /US58155QAE35
$500,000,000 1 $187,797,000
2.75% dueNovember15, 2047
3.196% 127 bps 4.466% $1,216.45 7.650%Debentures due 2027
581557AM7 /US581557AM75
$175,000,000 2 $8,404,000
2.25% dueNovember15, 2027
2.936% 105 bps 3.986% $1,275.37 4.883%Notes due 2044
581557 BC8 /US581557BC84
$800,000,000 3 $388,425,000
2.75% dueNovember15, 2047
3.196% 120 bps 4.396% $1,074.30 4.750%Notes due 2021
58155QAD5 /US58155QAD51
$600,000,000 4 $276,586,000
2.25% dueFebruary 15,2021
2.417% 30 bps 2.717% $1,053.97 7.500%Notes due 2019
581557 AX3 /US581557AX31
$350,000,000 5 $48,420,000
0.75% dueFebruary 15,2019
2.084% 50 bps 2.584% $1,047.15
(1) As of 5:00 p.m., New York City time, on February 21, 2018
(the “Early Tender Time”).(2) Per $1,000 principal amount of the
Notes.(3) Includes the Early Tender Payment. Holders will also
receive Accrued Interest (defined below).(4) Based on the Early
Settlement Date (defined below).
Pursuant to the terms of the Offer, the amount of Notes that
will be accepted for purchase is subject to the Tender Cap.
Tendered Notes will be accepted in the order of the acceptance
priority level for such series (in numerical priority order) as set
forth in the table above, with 1 being the highest acceptance
priority level, and based on whether the Notes are tendered at or
before the Early Tender Time or after the Early Tender Time, as
described in the Offer to Purchase. Notwithstanding the acceptance
priority level, Notes tendered at or prior to the Early Tender Time
will be accepted for purchase in priority to Notes tendered after
the Early Tender Time and at or prior to the Expiration Time.
Holders that validly tender Notes that are accepted for purchase by
the Company will receive accrued and unpaid interest from, and
including, the last interest payment date for their tendered Notes
to, but not including, the settlement date for such Notes, in each
case rounded to the nearest cent (“Accrued Interest”). Under
certain circumstances, the Company will accept tendered Notes of
one or more of the series on a pro rata basis as further described
in the Offer to Purchase.
The Company today also announced that it has amended the terms
of the Offer to provide that it will pay the Full Tender Offer
Consideration with respect to Notes purchased pursuant to the Offer
(including Notes tendered after the Early Tender Time other than
the 7.500% Notes, which the Company currently intends, but is not
obligated, to redeem in full).
The conditions to the Offer specified in the Offer to Purchase,
including the financing condition, have been satisfied. Pursuant to
the terms of the Offer, the Company has exercised its Early
Settlement Right. Payment of the Full Tender Offer Consideration to
holders of Notes that were accepted for purchase on the Early
Acceptance Date is expected to be made on February 23, 2018 (the
“Early Settlement Date”).
The Withdrawal Deadline for the Offer was 5:00 p.m., New York
City time, on February 21, 2018, and has not been extended for any
series of Notes. The Offer will expire at 11:59 p.m., New York City
time, on March 7, 2018, unless extended or earlier terminated by
the Company, with respect to any or all series of Notes.
Capitalized terms used in this press release and not defined
herein have the meanings given to them in the Offer to
Purchase.
The Company currently intends to redeem all of the 7.500%
Notes that remain outstanding following the consummation of the
Offer. Any such redemption would be made in accordance with the
terms of the indenture governing the 7.500% Notes, which provides
for a redemption price equal to the greater of (i) 100% of their
principal amount and (ii) the sum of the present values of the
remaining scheduled payments of principal and interest thereon (not
including any portion of such payments of interest accrued as of
the date of redemption), discounted to the date of redemption on a
semiannual basis at the Treasury Rate (as such term is defined in
the 7.500% Notes) plus 50 basis points, plus accrued and unpaid
interest to the date of redemption. The redemption price has
not yet been determined and it is possible that the redemption
price will be less or more than the applicable consideration for
the 7.500% Notes in the Offer. However, the Company is not
obligated to undertake any such redemption, and there can be no
assurance that the Company will redeem any 7.500% Notes that remain
outstanding after consummation of the Offer or of the timing of, or
amount of any 7.500% Notes subject to, any such redemption.
Goldman Sachs & Co. LLC, BofA Merrill Lynch, and J.P. Morgan
are acting as dealer managers for the Offer and HSBC and Wells
Fargo Securities are acting as co-dealer managers for the Offer.
For additional information regarding the terms of the Offer, please
contact: Goldman Sachs & Co. LLC toll-free at (800) 828-3182 or
collect at (212) 902-6595, BofA Merrill Lynch toll-free at (888)
292-0070 or collect at (980) 387-3907 or J.P. Morgan toll-free at
(866) 834-4666 or collect at (212) 834-3260. Requests for the Offer
Documents may be directed to D.F. King & Co., Inc., which is
acting as the Tender Agent and Information Agent for the Offer, at
(800) 290-6426 (toll-free) or by email at mck@dfking.com.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT
AN OFFER OR SOLICITATION TO PURCHASE NOTES. THE OFFER IS BEING MADE
SOLELY PURSUANT TO THE OFFER DOCUMENTS, WHICH SET FORTH THE
COMPLETE TERMS OF THE OFFER THAT HOLDERS OF THE NOTES SHOULD
CAREFULLY READ PRIOR TO MAKING ANY DECISION.
THE OFFER DOCUMENTS DO NOT CONSTITUTE AN OFFER OR SOLICITATION
TO PURCHASE NOTES IN ANY JURISDICTION IN WHICH, OR TO OR FROM ANY
PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION UNDER APPLICABLE SECURITIES OR BLUE SKY LAWS. IN ANY
JURISDICTION IN WHICH THE SECURITIES, BLUE SKY OR OTHER LAWS
REQUIRE THE OFFER TO BE MADE BY A LICENSED BROKER OR DEALER, THE
OFFER WILL BE DEEMED TO BE MADE ON BEHALF OF THE COMPANY BY ONE OR
MORE OF THE DEALER MANAGERS, IF ANY OF THE DEALER MANAGERS ARE
LICENSED BROKERS OR DEALERS UNDER THE LAWS OF SUCH JURISDICTION, OR
BY ONE OR MORE REGISTERED BROKERS OR DEALERS THAT ARE LICENSED
UNDER THE LAWS OF SUCH JURISDICTION.
About McKesson Corporation
McKesson Corporation, currently ranked 5th on the FORTUNE
500, is a global leader in healthcare supply chain management
solutions, retail pharmacy, community oncology and specialty care,
and healthcare information technology. McKesson partners with
pharmaceutical manufacturers, providers, pharmacies, governments
and other organizations in healthcare to help provide the right
medicines, medical products and healthcare services to the right
patients at the right time, safely and cost-effectively. United by
our ICARE shared principles, our employees work every day to
innovate and deliver opportunities that make our customers and
partners more successful — all for the better health of patients.
McKesson has been named the “Most Admired Company” in the
healthcare wholesaler category by FORTUNE, a “Best Place to Work”
by the Human Rights Campaign Foundation, and a
top military-friendly company by Military Friendly. For
more information, visit www.mckesson.com.
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version on businesswire.com: http://www.businesswire.com/news/home/20180222006449/en/
McKesson CorporationInvestors and Financial Media:Craig Mercer,
415-983-8391Craig.Mercer@mckesson.com
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