Form FWP - Filing under Securities Act Rules 163/433 of free writing prospectuses
06 February 2024 - 8:16AM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Registration No. 333-261306
February 5, 2024
Cencora, Inc.
$500,000,000 5.125% Senior Notes due 2034
Pricing Term Sheet
Issuer: |
Cencora, Inc. |
Offering
Format: |
SEC
Registered |
Trade
Date: |
February 5,
2024 |
Settlement
Date: |
February 7,
2024 (T+2) |
Joint
Book-Running Managers: |
BofA Securities, Inc.
Citigroup Global Markets Inc.
J.P. Morgan Securities LLC
Wells Fargo Securities, LLC
BNP Paribas Securities Corp.
U.S. Bancorp Investments, Inc. |
Senior
Co-Managers: |
Morgan Stanley & Co LLC
Scotia Capital (USA) Inc.
TD Securities (USA) LLC |
Co-Managers: |
PNC Capital Markets LLC
SG Americas Securities, LLC
MUFG Securities Americas Inc. |
Security
Title: |
5.125%
Senior Notes due 2034 |
Principal
Amount: |
$500,000,000 |
Coupon: |
5.125% |
Maturity
Date: |
February 15,
2034 |
Public
Offering Price: |
99.867%
of the principal amount |
Yield
to Maturity: |
5.142% |
Spread
to Benchmark Treasury: |
98
basis points |
Benchmark
Treasury Issue: |
4.500%
due November 15, 2033 |
Benchmark
Treasury Price: |
102-22
|
Benchmark
Treasury Yield: |
4.162%
|
Ratings*: |
Baa2 (Stable) (Moody’s) / BBB+ (Stable) (S&P) /
A- (Stable) (Fitch) |
Interest
Payment Dates: |
February 15
and August 15, beginning August 15, 2024 |
Optional
Redemption: |
Make-whole call at T+15 basis points
Par call on or after November 15, 2033 (the date that is
three months prior to maturity) |
Change
of Control Triggering Event Put: |
101%
of principal amount plus accrued interest to the date of purchase |
CUSIP: |
03073E
AU9 |
ISIN: |
US03073EAU91 |
*Note:
A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
The issuer
has filed an automatic shelf registration statement, including a prospectus dated November 23, 2021 (File No. 333-261306),
and a preliminary prospectus supplement dated February 5, 2024 with the U.S. Securities and Exchange Commission (the “SEC”)
for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement,
the preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer
and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer,
any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling BofA
Securities, Inc. toll-free at 1-800-294-1322, Citigroup Global Markets Inc. toll-free at 1-800-831-9146, J.P. Morgan Securities
LLC collect at 1-212-834-4533 or Wells Fargo Securities, LLC toll-free at 1-800-645-3751.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE
NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT
OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
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