UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
Share Repurchase
On August 2, 2023, AmerisourceBergen Corporation (the “Company”) entered into a share repurchase agreement (the “Share Repurchase Agreement”) with Walgreens Boots Alliance Holdings LLC (the “Selling Stockholder”), pursuant to which the Company agreed to repurchase, directly from the Selling Stockholder, 1,320,858 shares of the Company’s common stock (the “Common Stock”), par value $0.01 per share (the “Share Repurchase”). The price per share paid by the Company was $189.271, which equals the price per share at which Goldman Sachs & Co. LLC (the “Underwriter”) purchased the Underwritten Shares (defined below) from each of Bank of America, N.A., Citibank, N.A., Deutsche Bank AG, London Branch, Goldman Sachs International, Mizuho Markets Americas LLC, Morgan Stanley Bank, N.A., Société Générale and Wells Fargo Bank, National Association (the “Counterparties”), net of underwriting discounts, in an underwritten public offering announced on August 3, 2023. The Share Repurchase was completed on August 8, 2023. The aggregate price paid by the Company for the Share Repurchase was $250,000,114.52. The Share Repurchase was made under the Company’s share repurchase program and the repurchased shares will be held in treasury.
The foregoing description of the Share Repurchase Agreement is qualified in its entirety by reference to the full text of the Share Repurchase Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
The Registered Public Offering
On August 3, 2023, the Company announced a registered public offering of an aggregate of 10.5 million shares of Common Stock (the “Registered Shares”) in connection with the Selling Stockholder entering into prepaid variable share forward transactions (the “VPF Transactions”) relating to the shares of Common Stock with the Counterparties. The Company has been advised that, in order to establish their initial hedge positions with respect to the VPF Transactions, the Counterparties or their affiliates borrowed an aggregate of 7,293,548 of the Registered Shares from third-party stock lenders and sold those shares (the “Underwritten Shares”) in an underwritten public offering (the “Offering”) through the Underwriter.
The Offering was made pursuant to a prospectus supplement, dated August 3, 2023, to the prospectus, dated November 23, 2021, included in the Company’s registration statement on Form S-3 (Registration No. 333-261306), which was filed with the Securities and Exchange Commission on August 7, 2023.
In connection with the Offering, on August 3, 2023, the Company entered into an underwriting agreement with the Selling Stockholder, the Underwriter and the Counterparties (the “Underwriting Agreement”). The Company did not issue or sell any shares of Common Stock in the Offering, is not a party to the VPF Transactions, and did not receive any proceeds from sales of the Underwritten Shares.
The Underwriting Agreement contains customary representations, warranties and covenants of the Company, the Selling Stockholder, and each Counterparty, and includes the terms and conditions for the sale of the Underwritten Shares by the Counterparties to the Underwriter. The Underwriting Agreement also provides for customary indemnification by each of the Company, the Selling Stockholder, the Counterparties and the Underwriter against certain liabilities.
The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 8.01. Other Events.
The legal opinion of Morgan, Lewis & Bockius LLP as to the validity of the Registered Shares is attached as Exhibit 5.1 to this Current Report on Form 8-K and such opinion contains the consent of Morgan, Lewis & Bockius LLP to the filing of its opinion as an exhibit to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
* Certain of the exhibits and schedules to this exhibit are omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally to the Securities and Exchange Commission, upon request, a copy of any omitted schedule or exhibit.
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.
| AmerisourceBergen Corporation | ||
| August 8, 2023 | By: | /s/ James F. Cleary |
| Name: James F. Cleary | ||
| Title: Executive Vice President and Chief Financial Officer | ||