Filed Pursuant to Rule 433 under the Securities Act of 1933
Registration Statement No. 333-169073
Issuer Free Writing Prospectus dated May 16, 2012
Cardinal Health, Inc.
Pricing Term Sheet
| Issuer: | Cardinal Health, Inc. | |
| Ratings* | Moody’s: Baa2 S&P: A- Fitch: BBB+ | |
| Trade Date: | May 16, 2012 | |
| Settlement Date: | T+3; May 21, 2012 | |
| Underwriters: | Joint Book-Running Managers: J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. LLC
Co-Managers: Credit Agricole Securities (USA) Inc. PNC Capital Markets LLC The Huntington Investment Company U.S. Bancorp Investments, Inc. | |
1.900% Notes due 2017
| Aggregate Principal Amount: | $250,000,000 | |
| Maturity Date: | June 15, 2017 | |
| Interest Rate: | 1.900% | |
| Issue Price: | 99.831% of principal amount | |
| Underwriting Discount (before reimbursement of expenses): |
0.60% ($1,500,000) | |
| Net Proceeds to Issuer (after Underwriting Discount but before expenses): |
$248,077,500 | |
| Benchmark Treasury: | UST 0.875% due April 30, 2017 | |
| Benchmark Treasury Price: | 100-21 3/4 | |
| Benchmark Treasury Yield: | 0.735% | |
| Spread to Benchmark Treasury: | +120 basis points | |
| Yield to Maturity: | 1.935% | |
| Interest Payment Dates: | Semi-annually on June 15 and December 15, commencing December 15, 2012 | |
| Make-whole Call: | The notes will be redeemable, in whole or, from time to time, in part, at the Issuer’s option at any time, at a redemption price equal to the greater of:
(1) 100% of the principal amount of the notes to be redeemed, or
(2) as determined by a quotation agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the adjusted treasury rate plus 20 basis points,
plus, in each case, accrued and unpaid interest on the amount being redeemed to the date of redemption. | |
| CUSIP: | 14149Y AU2 | |
3.200% Notes due 2022
| Aggregate Principal Amount: | $250,000,000 | |
| Maturity Date: | June 15, 2022 | |
| Interest Rate: | 3.200% | |
| Issue Price: | 99.879% of principal amount | |
| Underwriting Discount (before reimbursement of expenses): |
0.65% ($1,625,000) | |
| Net Proceeds to Issuer (after Underwriting Discount but before expenses): |
$248,072,500 | |
| Benchmark Treasury: | UST 1.750% due May 15, 2022 | |
| Benchmark Treasury Price: | 99-28 | |
| Benchmark Treasury Yield: | 1.764% | |
| Spread to Benchmark Treasury: | +145 basis points | |
| Yield to Maturity: | 3.214% | |
| Interest Payment Dates: | Semi-annually on June 15 and December 15, commencing December 15, 2012 | |
| Make-whole Call: | The notes will be redeemable, in whole or, from time to time, in part, at the Issuer’s option at any time, at a redemption price equal to the greater of:
(1) 100% of the principal amount of the notes to be redeemed, or
(2) as determined by a quotation agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the adjusted treasury rate plus 25 basis points,
plus, in each case, accrued and unpaid interest on the amount being redeemed to the date of redemption. | |
| CUSIP: | 14149Y AV0 | |
*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 a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement 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 J.P. Morgan Securities LLC collect at 1-212-834-4533, Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322, or Morgan Stanley & Co. LLC toll-free at 1-866-718-1649.