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): July 17, 2014
AmerisourceBergen Corporation
(Exact name of Registrant as specified in its charter)
Delaware |
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1-16671 |
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23-3079390 |
(State or Other |
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Commission File Number |
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(I.R.S. Employer |
Jurisdiction of |
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Identification |
Incorporation or |
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Number) |
Organization) |
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1300 Morris Drive |
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Chesterbrook, PA |
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19087 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: (610) 727-7000
N/A
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item. 1.01. Entry into a Material Definitive Agreement.
On July 17, 2014, AmerisourceBergen Corporation (the Registrant) entered into a Seventh Amendment to Amended and Restated Receivables Purchase Agreement, dated as of July 17, 2014 (the Seventh Amendment), among AmeriSource Receivables Financial Corporation (ARFC), as seller, AmerisourceBergen Drug Corporation (ABDC), as servicer, the Purchaser Agents and Purchasers party thereto and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as administrator. The Seventh Amendment amends the Registrants obligations under the securitization facility by increasing the Dilution Ratio necessary to trigger an Amortization Event from 4.25% to 5.75%.
The securitization facility is available to provide additional liquidity and funding for the ongoing business needs of the Registrant and its subsidiaries. The securitization facility is based on the accounts receivables originated by ABDC for the sale of pharmaceuticals and other related services. Pursuant to the securitization facility, ABDC sells its accounts receivables to ARFC. ARFC may sell interests in the accounts receivables purchased from ABDC to the various purchaser groups party to the securitization facility, paying interest on amounts outstanding under the facility. The securitization facility, as amended, has a base limit of $950 million, with an option to increase the commitments of the participating banks, subject to their approval, by an additional $250 million for seasonal needs during the December and March quarters. The Registrant serves as the performance guarantor of ABDCs obligations as originator and servicer under the securitization facility. Any capitalized terms not defined in this Current Report on 8-K shall have the meaning set forth in the Amended and Restated Receivables Purchase Agreement, dated as of April 29, 2010, as amended.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is filed as part of this report:
10.1 The Seventh Amendment to Amended and Restated Receivables Purchase Agreement, dated as of July 17, 2014, among AmeriSource Receivables Financial Corporation, as Seller, AmerisourceBergen Drug Corporation, as Servicer, the Purchaser Agents and Purchasers party thereto and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Administrator.
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.
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AMERISOURCEBERGEN CORPORATION |
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Date: July 22, 2014 |
By: |
/s/ Tim G. Guttman |
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Name: |
Tim G. Guttman |
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Title: |
Senior Vice President and Chief Financial Officer |
Exhibit 10.1
EXECUTION VERSION
SEVENTH AMENDMENT TO AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT
THIS SEVENTH AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of July 17, 2014 (this Amendment ) is entered into among AMERISOURCE RECEIVABLES FINANCIAL CORPORATION, a Delaware corporation (in such capacity, the Seller ), AMERISOURCEBERGEN DRUG CORPORATION, a Delaware corporation, as the initial Servicer (in such capacity, the Servicer ), the PURCHASER AGENTS and PURCHASERS listed on the signature pages hereto, and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH ( BTMU ), as administrator (in such capacity, the Administrator ).
R E C I T A L S
The Seller, Servicer, the Purchaser Groups, and the Administrator are parties to that certain Amended and Restated Receivables Purchase Agreement, dated as of April 29, 2010 (as amended, supplemented or otherwise modified from time to time, the Agreement ).
The parties hereto desire to amend the Agreement as hereinafter set forth.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Certain Defined Terms . Capitalized terms used but not defined herein shall have the meanings set forth for such terms in Exhibit I to the Agreement.
2. Amendment to the Agreement . As of the Effective Date (as defined below), the Agreement is hereby amended by replacing the percentage 4.25% where it appears in Section 9.1(g) of the Agreement with the percentage 5.75%.
3. Representations and Warranties; Covenants . Each of the Seller and the Servicer (on behalf of the Seller) hereby certifies, represents and warrants to the Administrator, each Purchaser Agent and each Purchaser that on and as of the date hereof:
(i) each of its representations and warranties contained in Article V of the Agreement is true and correct, in all material respects, as if made on and as of the Effective Date;
(ii) no event has occurred and is continuing, or would result from this Amendment or any of the transactions contemplated herein, that constitutes an Amortization Event or Unmatured Amortization Event;
(iii) the Facility Termination Date for all Purchaser Groups has not occurred; and
(iv) the Credit Agreement has not been amended since July 9, 2013.
4. Effect of Amendment . Except as expressly amended and modified by this Amendment, all provisions of the Agreement shall remain in full force and effect. After this Amendment becomes effective, all references in the Agreement and each of the other Transaction Documents to this Agreement, hereof, herein, or words of similar effect referring to the Agreement shall be deemed to be references to the Agreement, as amended by this Amendment. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the Agreement (or any related document or agreement) other than as expressly set forth herein.
5. Effectiveness . This Amendment shall become effective on the date hereof (the Effective Date ) upon satisfaction of each of the following conditions:
(a) receipt by the Administrator and each Purchaser Agent of counterparts of this Amendment; and
(b) such other documents and instruments as a Purchaser Agent may reasonably request, in form and substance satisfactory to such Purchaser Agent.
6. Counterparts . This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, and each counterpart shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. Counterparts of this Amendment may be delivered by facsimile transmission or other electronic transmission, and such counterparts shall be as effective as if original counterparts had been physically delivered, and thereafter shall be binding on the parties hereto and their respective successors and assigns.
7. Governing Law . This Amendment shall be governed by, and construed in accordance with the law of the State of New York without regard to any otherwise applicable principles of conflicts of law (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law).
8. Section Headings . The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment, the Agreement or any other Transaction Document or any provision hereof or thereof.
9. Transaction Document . This Amendment shall constitute a Transaction Document under the Agreement.
10. Severability . Each provision of this Amendment shall be severable from every other provision of this Amendment for the purpose of determining the legal enforceability of any provision hereof, and the unenforceability of one or more provisions of this Amendment in one jurisdiction shall not have the effect of rendering such provision or provisions unenforceable in any other jurisdiction.
11. Ratification . After giving effect to this Amendment and the transactions contemplated hereby, all of the provisions of the Performance Undertaking shall remain in full force and effect and the Performance Guarantor hereby ratifies and affirms the Performance
Undertaking and acknowledges that the Performance Undertaking has continued and shall continue in full force and effect in accordance with its terms.
[signature pages begin on next page]
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.
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AMERISOURCE RECEIVABLES FINANCIAL CORPORATION , as Seller |
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By: |
/s/ J.F. Quinn |
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Name: |
J.F. Quinn |
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Title: |
Vice President & Corporate Treasurer |
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AMERISOURCEBERGEN DRUG CORPORATION , as initial Servicer |
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By: |
/s/ J.F. Quinn |
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Name: |
J.F. Quinn |
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Title: |
Vice President & Corporate Treasurer |
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Acknowledged and Agreed |
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AMERISOURCEBERGEN CORPORATION |
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By: |
/s/ J.F. Quinn |
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Name: |
J.F. Quinn |
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Title: |
Vice President & Corporate Treasurer |
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Seventh Amendment to RPA
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THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH , |
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as Administrator |
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By: |
/s/ Christopher Pohl |
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Name: |
Christopher Pohl |
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Title: |
Managing Director |
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VICTORY RECEIVABLES CORPORATION
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By: |
/s/ David V. DeAngelis |
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Name: |
David V. DeAngelis |
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Title: |
Vice President |
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THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH , |
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as Purchaser Agent for |
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Victory Receivables Corporation |
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By: |
/s/ Christopher Pohl |
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Name: |
Christopher Pohl |
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Title: |
Managing Director |
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THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH , |
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as Related Committed Purchaser |
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for Victory Receivables Corporation |
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By: |
/s/ Brian McNany |
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Name: |
B. McNany |
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Title: |
Vice President |
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Seventh Amendment to RPA
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WELLS FARGO BANK, NATIONAL ASSOCIATION , |
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as an Uncommitted Purchaser |
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By: |
/s/ Ryan C. Tozier |
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Name: |
Ryan C. Tozier |
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Title: |
Assistant Vice President |
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WELLS FARGO BANK, NATIONAL ASSOCIATION , |
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as Purchaser Agent and |
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Related Committed Purchaser |
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for Wells Fargo Bank, National Association |
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By: |
/s/ Ryan C. Tozier |
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Name: |
Ryan C. Tozier |
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Title: |
Assistant Vice President |
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Seventh Amendment to RPA
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LIBERTY STREET FUNDING LLC , |
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as an Uncommitted Purchaser |
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By: |
/s/ Jill Russo |
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Name: |
Jill A. Russo |
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Title: |
Vice President |
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THE BANK OF NOVA SCOTIA , |
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as Purchaser Agent and |
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Related Committed Purchaser |
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for Liberty Street Funding LLC |
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By: |
/s/ Mark Sparrow |
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Name: |
Mark Sparrow |
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Title: |
Director |
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Seventh Amendment to RPA
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PNC BANK, NATIONAL ASSOCIATION , |
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as a Purchaser Agent, |
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Uncommitted Purchaser and |
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Related Committed Purchaser |
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By: |
/s/ Mark Falcione |
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Name: |
Mark Falcione |
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Title: |
Executive Vice President |
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Seventh Amendment to RPA
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WORKING CAPITAL |
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MANAGEMENT CO., LP , |
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as Uncommitted Purchaser and |
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as Related Committed Purchaser for |
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Working Capital Management Co., LP |
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By: |
/s/ T. Watanabe |
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Name: |
Takashi Watanabe |
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Title: |
Attorney-in-Fact |
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MIZUHO BANK, LTD. , |
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as Purchaser Agent for |
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Working Capital Management Co., LP |
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By: |
/s/ Bertram H. Tang |
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Name: |
Bertram H. Tang |
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Title: |
Authorized Signatory |
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Seventh Amendment to RPA
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