UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): June 7, 2023
McKESSON CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Delaware | 1-13252 | 94-3207296 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
6555 State Hwy 161
Irving, TX 75039
(Address of Principal Executive Offices, and Zip Code)
(972) 446-4800
Registrant’s Telephone Number, Including Area Code
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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 Instruction A.2. below):
| ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading | Name of each exchange | ||
| Common stock, $0.01 par value | MCK | New York Stock Exchange | ||
| 1.500% Notes due 2025 | MCK25 | New York Stock Exchange | ||
| 1.625% Notes due 2026 | MCK26 | New York Stock Exchange | ||
| 3.125% Notes due 2029 | MCK29 | 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
| Item 8.01 | Other Events. |
On June 7, 2023, McKesson Corporation (the “Company”) issued a press release (the “Press Release”) announcing that it has commenced a cash tender offer (the “Offer”) for the purchase of any and all of the Company’s 3.796% Notes due 2024 (the “2024 Notes”), of which $918,070,000 in aggregate principal amount is currently outstanding. The Offer is being conducted upon the terms and subject to the conditions set forth in an offer to purchase and related notice of guaranteed delivery, each dated as of June 7, 2023. The Offer will expire at 5:00 p.m. New York City time on June 13, 2023 unless extended or earlier terminated. The Company intends, but is not obligated, to satisfy and discharge the indenture governing the 2024 Notes with respect to all 2024 Notes that remain outstanding after completing the Offer, if any, in accordance with the terms and conditions set forth in the indenture governing the 2024 Notes.
A copy of the Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press release, dated June 7, 2023 | |
| 104 | Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 7, 2023 | McKesson Corporation | |||||
| By: | /s/ Britt J. Vitalone | |||||
| Britt J. Vitalone | ||||||
| Executive Vice President and Chief Financial Officer | ||||||