UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 5, 2024
Cardinal Health, Inc.
(Exact name of registrant as specified in its charter)
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| Ohio | 1-11373 | | 31-0958666 |
(State or other
jurisdiction of incorporation) | (Commission File Number)
| | (IRS Employer
Identification No.) |
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7000 Cardinal Place, Dublin, Ohio 43017
(614) 757-5000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Securities registered pursuant to Section 12(b) of the Act: |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common shares (without par value) | CAH | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. p
Item 1.01. Entry into a Material Definitive Agreement
On December 5, 2024, Cardinal Health, Inc. (the “Company”), Bank of America, N.A., as Administrative Agent and each lender from time to time party thereto entered into a Term Loan Credit Agreement (the “Credit Agreement”).
The Credit Agreement, among other things, provides commitments for a term loan facility in an aggregate amount of $1.0 billion until the earliest of (a) the occurrence of both termination dates contemplated by (i) the Agreement and Plan of Merger, dated as of November 11, 2024 related to the Company’s proposed acquisition of a majority of the outstanding equity interests of The GI Alliance Holdings, LLC (the “Cure Merger Agreement”) and (ii) the Agreement and Plan of Merger dated as of November 11, 2024 related to the Company’s proposed acquisition of Advanced Diabetes Supply Group (together with the Cure Merger Agreement, the “Merger Agreements”), (b) the closing of both the transactions contemplated by the Merger Agreements without the funding of the loans and (c) November 10, 2025. Once borrowed, loans under the Credit Agreement will mature three years after the date of borrowing, which may be accelerated pursuant to certain conditions specified in the Credit Agreement. Interest rates on borrowings under the Credit Agreement will be based on prevailing interest rates, benchmarked based on Term SOFR and subject to the Company’s credit ratings, as described in the Credit Agreement.
The Credit Agreement contains customary representations and affirmative and negative covenants (including restrictions on incurring liens, subsidiary indebtedness and contingent obligations). The financial covenant in the Credit Agreement requires the Company to maintain, as of the last day of any fiscal quarter, a Consolidated Net Leverage Ratio, as such term is defined in the Credit Agreement and subject to certain conditions contained therein, of no greater than 3.75 to 1.00. The Credit Agreement also contains customary events of default (including non-payment of principal or interest and breaches of covenants). If any event of default occurs and is not cured within the applicable grace period, any outstanding loans under the facility may be accelerated by lenders and the lenders’ commitments under the Credit Agreement may be terminated. The proceeds of credit extensions under this credit facility may be used to pay the cash consideration and transaction costs and expenses in connection with either or both transactions contemplated by the Merger Agreements.
The descriptions of the provisions of the Credit Agreement are summary in nature and are qualified in their entirety by reference to the full and complete terms of the Credit Agreement, which is filed herewith as Exhibit 10.1.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth above under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
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Exhibit
Number | Exhibit Description |
| 10.1 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | Cardinal Health, Inc. |
| | (Registrant) |
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| Date: | December 9, 2024 | By: | /s/ AARON E. ALT |
| | | Aaron E. Alt |
| | | Chief Financial Officer |
