Washington, D.C. 20549









Date of Report (Date of earliest event reported): November 28, 2018



McKesson Corporation

(Exact name of registrant as specified in its charter)




Delaware   1-13252   94-3207296

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


One Post Street, San Francisco, California   91404
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (415) 983-8300

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:


Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 8.01 regarding the Notes (as defined below) is incorporated herein by reference.


Item 8.01

Other Events.

On November 28, 2018, McKesson Corporation (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with the several underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters $700,000,000 aggregate principal amount of its 3.650% Notes due 2020 (the “2020 Notes”) and $400,000,000 aggregate principal amount of its 4.750% Notes due 2029 (the “2029 Notes” and, together with the 2020 Notes, the “Notes”). On November 30, 2018, the Notes were issued pursuant to the Indenture, dated as of December 4, 2012 (the “Indenture”) between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by an Officer’s Certificate, dated as of November 30, 2018, setting forth certain terms of the Notes (the “Officer’s Certificate”).

The 2020 Notes will bear interest at the rate of 3.650% per year. The 2029 Notes will bear interest at the rate of 4.750% per year. Interest on the Notes is payable on May 30 and November 30 of each year, beginning on May 30, 2019.

Upon at least 15 days’ and not more than 45 days’ notice to holders of the Notes, the Company may redeem either series of the Notes for cash in whole, at any time, or in part, from time to time, prior to maturity, at redemption prices that include accrued and unpaid interest and a make-whole premium, as specified in the Indenture and the Officer’s Certificate. The Indenture and the Officer’s Certificate include certain covenants, including limitations on the Company’s ability to create certain liens on its assets or enter into sale and leaseback transactions with respect to its properties, or consolidate, merge or sell all or substantially all of its assets, subject to a number of important exceptions as specified in the Indenture. The Notes are unsecured and unsubordinated obligations of the Company and rank equally with all of the Company’s existing and future unsecured and unsubordinated indebtedness from time to time outstanding. The Indenture contains customary event of default provisions. In the event of the occurrence of both (1) a change of control of the Company and (2) a downgrade of a series of Notes below an investment grade rating by each of the Ratings Agencies (as defined in the Officer’s Certificate) within a specified period, unless the Company has previously exercised its optional redemption right with respect to the applicable series of Notes in whole, the Company will be required to offer to repurchase such Notes from the holders at a price in cash equal to 101% of the then outstanding principal amount of such Notes, plus accrued and unpaid interest to, but not including, the date of repurchase.

The public offering price of the 2020 Notes was 99.954% of the principal amount and the public offering price of the 2029 Notes was 99.704% of the principal amount. The Company expects to receive approximately $1.092 billion in aggregate net proceeds from the offering of the Notes, after estimated expenses. The Company expects to use the net proceeds from this offering for general corporate purposes, which may include, among other things, the repayment of debt.

The Notes were offered and sold pursuant to the Company’s automatic shelf registration statement on Form S-3 (Registration No. 333-215763) under the Securities Act of 1933, as amended. The Company has filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement, dated November 28, 2018, together with the accompanying prospectus, dated January 27, 2017.

For a complete description of the terms and conditions of the Officer’s Certificate, the Notes and the Underwriting Agreement, please refer to the Officer’s Certificate and the form of 2020 Note, the form of 2029 Note and the Underwriting Agreement, which are incorporated herein by reference and attached to this Current Report on Form 8-K as Exhibits 4.1, 4.2, 4.3 and 99.1, respectively.

In reviewing the agreements included as exhibits to this Current Report on Form 8-K, note that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement. Those representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:



should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;



may have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures would not necessarily be reflected in the agreement;


may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and



were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, those representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found in our other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

From time to time in the ordinary course of their respective businesses, certain of the Underwriters, the Trustee and their respective affiliates have engaged in and may in the future engage in commercial banking, derivatives and/or financial advisory, investment banking and other commercial transactions and services with the Company and its affiliates for which they have received or will receive customary fees and commissions.


Item 9.01

Financial Statements and Exhibits.





Exhibit No.


Description of Exhibits

  4.1    Officer’s Certificate, dated as of November 30, 2018, with respect to the Notes.
  4.2    Form of 2020 Note (included in Exhibit 4.1 above).
  4.3    Form of 2029 Note (included in Exhibit 4.1 above).
  5.1    Opinion of Morrison & Foerster LLP regarding the validity of the Notes.
23.1    Consent of Morrison & Foerster LLP (included in Exhibit 5.1 above).
99.1    Underwriting Agreement, dated as of November 28, 2018, by and among McKesson Corporation and the several underwriters named therein.


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: November 30, 2018     McKesson Corporation

/s/ Britt Vitalone

           Britt Vitalone
           Executive Vice President and Chief Financial Officer