Form FWP - Filing under Securities Act Rules 163/433 of free writing prospectuses
03 December 2024 - 9:01AM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Registration No. 333- 283481
December 2, 2024
Cencora, Inc.
$500,000,000 4.625% Senior Notes due 2027
$600,000,000 4.850% Senior Notes due 2029
$700,000,000 5.150% Senior Notes due 2035
Pricing Term Sheet
| |
$500,000,000 4.625% Senior Notes due 2027 |
$600,000,000 4.850% Senior Notes due 2029 |
$700,000,000 5.150% Senior Notes due 2035 |
| Issuer: |
Cencora, Inc. |
| Offering Format: |
SEC Registered |
| Trade Date: |
December 2, 2024 |
| Settlement Date*: |
December 9, 2024 (T+5) |
| Joint Book-Running Managers: |
BofA Securities, Inc.
Citigroup Global Markets Inc.
J.P. Morgan Securities LLC
Wells Fargo Securities, LLC
BNP Paribas Securities Corp.
MUFG Securities Americas Inc.
Scotia Capital (USA) Inc.
SG Americas Securities, LLC
Truist Securities, Inc. |
BofA Securities, Inc.
Citigroup Global Markets Inc.
J.P. Morgan Securities LLC
Wells Fargo Securities, LLC
BNP Paribas Securities Corp.
Morgan Stanley & Co. LLC
PNC Capital Markets LLC
TD Securities (USA) LLC
U.S. Bancorp Investments, Inc. |
BofA Securities, Inc.
Citigroup Global Markets Inc.
J.P. Morgan Securities LLC
Wells Fargo Securities, LLC
BNP Paribas Securities Corp.
Morgan Stanley & Co. LLC
PNC Capital Markets LLC
TD Securities (USA) LLC
U.S. Bancorp Investments, Inc. |
| Co-Managers: |
Morgan Stanley & Co. LLC
PNC Capital Markets LLC
TD Securities (USA) LLC
U.S. Bancorp Investments, Inc.
BBVA Securities Inc.
WauBank Securities LLC |
MUFG Securities Americas Inc.
Scotia Capital (USA) Inc.
SG Americas Securities, LLC
Truist Securities, Inc.
BBVA Securities Inc.
WauBank Securities LLC |
MUFG Securities Americas Inc.
Scotia Capital (USA) Inc.
SG Americas Securities, LLC
Truist Securities, Inc.
BBVA Securities Inc.
WauBank Securities LLC |
| Security Title: |
4.625% Senior Notes due 2027 |
4.850% Senior Notes due 2029 |
5.150% Senior Notes due 2035 |
| Principal Amount: |
$500,000,000 |
$600,000,000 |
$700,000,000 |
| Coupon: |
4.625% |
4.850% |
5.150% |
| Maturity Date: |
December 15, 2027 |
December 15, 2029 |
February 15, 2035 |
| Public Offering Price: |
99.815% of the principal amount |
99.968% of the principal amount |
99.945% of the principal amount |
| Yield to Maturity: |
4.691% |
4.857% |
5.158% |
| Spread to Benchmark Treasury: |
55 basis points |
77 basis points |
97 basis points |
| Benchmark Treasury Issue: |
4.125% due November 15, 2027 |
4.125% due November 30, 2029 |
4.250% due November 15, 2034 |
| Benchmark Treasury Price: |
99-30+ |
100-05+ |
100-16 |
| Benchmark Treasury Yield: |
4.141% |
4.087% |
4.188% |
| Ratings**: |
Baa2 (Positive) (Moody’s) / BBB+ (Stable) (S&P) / A-
(Stable) (Fitch) |
| Interest Payment Dates: |
June 15 and December 15, beginning June 15, 2025 |
June 15 and December 15, beginning June 15, 2025 |
February 15 and August 15, beginning February 15, 2025 |
| Optional Redemption: |
Make-whole call at T+10 basis points
Par call on or after November 15, 2027 (the date that is one month prior to maturity) |
Make-whole call at T+12.5 basis points
Par call on or after November 15, 2029 (the date that is one month prior to maturity) |
Make-whole call at T+15 basis points
Par call on or after November 15, 2034 (the date that is three months prior to maturity) |
| Special Mandatory Redemption: |
Mandatorily redeemable at 101% of the principal plus accrued and unpaid interest under the circumstances described in the preliminary prospectus supplement for this offering |
| Change of Control Triggering Event Put: |
101% of principal amount plus accrued interest to the date of purchase |
| CUSIP: |
03073E AV7 |
03073E AW5 |
03073E AY1 |
| ISIN: |
US03073EAV74 |
US03073EAW57 |
US03073EAY14 |
*It is expected that delivery of the notes will be made against
payment therefor on or about December 9, 2024, which is the fifth business day following the date hereof (such settlement cycle being
referred to as “T+5”). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to
settle in one business day unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the
notes prior to the date that is one business day prior to the settlement date will be required, by virtue of the fact that the notes initially
will settle in T+5, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers
of the notes who wish to trade the notes prior to their date of delivery hereunder should consult their own advisors.
*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 26, 2024 (File No. 333-283481), and a preliminary prospectus supplement dated December 2, 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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