Item 1.01 | Entry Into a Material Definitive Agreement. |
The description of the Notes (as defined herein) and the First Supplemental Indenture (as defined herein) in Item 8.01 is incorporated herein by reference.
Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The description of the Notes and the First Supplemental Indenture in Item 8.01 is incorporated herein by reference.
On February 20, 2024, Cardinal Health, Inc. (the “Company”) completed a public offering of $650,000,000 aggregate principal amount of 5.125% Notes due 2029 (the “2029 Notes”) and $500,000,000 aggregate principal amount of 5.450% Notes due 2034 (the “2034 Notes,” collectively, the “Notes”). In connection with the offering of the Notes, the Company entered into an underwriting agreement, dated as of February 14, 2024 (the “Underwriting Agreement”), with BofA Securities, Inc., Goldman Sachs & Co. LLC, MUFG Securities Americas Inc. and Wells Fargo Securities, LLC, as representatives of several underwriters named therein. The offering was made pursuant to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-268237) previously filed with the Securities and Exchange Commission (the “Registration Statement”).
The Notes will be governed by an Indenture, dated as of June 2, 2008 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of February 20, 2024 (the “First Supplemental Indenture”), between the Company and the Trustee.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing summary of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to full text of the Underwriting Agreement.
The foregoing description of the Base Indenture, the First Supplemental Indenture and the Notes is qualified in its entirety by reference to the full text of the Base Indenture, which is incorporated herein by reference as Exhibit 4.1 to this Current Report on Form 8-K, and each of the First Supplemental Indenture, the form of 2029 Notes and the form of 2034 Notes, each of which are filed as Exhibits 4.2, 4.3 and 4.4, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
In connection with the issuance of the Notes, Patrick Pope, Esq., Executive Vice President, General Counsel and Secretary of the Company, and Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Company, delivered opinions to the Company regarding the legality of the Notes upon issuance and sale thereof. A copy of each opinion is filed as Exhibits 5.1 and 5.2, respectively.
The Company incorporates by reference the exhibits filed with this Form 8-K into the Registration Statement.