UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): January 26, 2007
McKesson Corporation
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
| Delaware
|
|
1-13252
|
|
94-3207296 |
|
|
|
|
|
|
(State or other jurisdiction
of incorporation)
|
|
(Commission File
Number)
|
|
(IRS Employer
Identification No.) |
| |
|
|
| McKesson Plaza, One Post Street, San Francisco, CA
|
|
94104 |
|
|
|
|
| (Address of principal executive offices)
|
|
(Zip Code) |
(415) 983-8300
(Registrant’s telephone number, including area code)
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:
| |
|
|
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
(17CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement
New Interim Credit Facility
In connection with the acquisition by McKesson Corporation (the Company”) of Per-Se Technologies,
Inc. (“Per-Se”) effective January 26, 2007 (the “Acquisition”), also on January 26, 2007, the
Company entered into a new $1.8 billion 364-day unsecured interim term credit facility (the
“Interim Credit Facility”) provided by Bank of America, N.A., as Administrative Agent, Wachovia
Bank, National Association, as Syndication Agent, the other Lenders
party thereto, and Banc of America Securities LLC and Wachovia
Capital Markets, LLC as Joint Lead Arrangers and Joint Book Managers. The Company will make a
single drawdown of a portion of the total amount available under the Interim Credit Facility, and
the proceeds of such drawdown, together with certain cash on hand, will be used to (i) pay the
merger consideration under the Agreement and Plan of Merger, dated as of November 5, 2006, by and
among McKesson Corporation, Packet Merger Sub Inc. and Per-Se, (ii) refinance certain indebtedness of Per-Se outstanding immediately prior to the
closing of the Acquisition and (iii) pay transaction costs
associated with the Acquisition and the Interim Credit Facility.
The Interim Credit Facility contains terms substantially similar to those contained in the
Company’s existing revolving credit facility. The Company entered into the Interim Credit Facility
in order to complete the Acquisition prior to the closing of the anticipated permanent financing
for the Acquisition. The Company expects that it will replace the Interim Credit Facility with a
permanent bond financing in an amount up to $1.2 billion prior to the end of the Interim Credit
Facility’s 364-day term. The Interim Credit Facility includes a mandatory prepayment provision
requiring the repayment of the Interim Credit Facility in full upon the entering into of the
permanent bond financing to replace such facility.
Certain of the lenders party to the Interim Credit Facility, and their respective affiliates, have
performed, and may in the future perform, various commercial banking, investment banking and other
financial advisory services for the Company and its subsidiaries for which they have received, and
will receive, customary fees and expenses.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant
The information required by this Item 2.03 is included in Item 1.01 and incorporated herein by
reference.
Item 8.01 Other Events.
On January 26, 2007, the Company issued a press release announcing the closing of its acquisition
of Per-Se. A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) |
|
Exhibits |
| |
| 99.1 |
|
Press Release issued by McKesson Corporation dated January 26, 2007. |
| |
| 10.1 |
|
Interim Credit Agreement dated as of January 26, 2007,
among McKesson Corporation, Bank of America N.A., as Administrative
Agent, Wachovia Bank, National Association, as Syndication Agent, the
other Lenders party thereto, and Banc of America Securities LLC and
Wachovia Capital Markets, LLC as Joint Lead Arrangers and Joint Book
Managers. |