UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On June 15, 2023, AmerisourceBergen Corporation (the “Company”) entered into a share repurchase agreement (the “Share Repurchase Agreement”) with Walgreens Boots Alliance Holdings LLC (the “Selling Stockholder”), pursuant to which the Company agreed to repurchase 275,984 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) directly from the Selling Stockholder (the “Repurchase”). The Repurchase is expected to close on June 20, 2023. The aggregate price to be paid by the Company in the Repurchase is approximately $50 million. The Repurchase is being made under the Company’s share repurchase program and the repurchased shares will be held in treasury.
The foregoing description of the Share Repurchase Agreement is qualified in its entirety by reference to the full text of the Share Repurchase Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 8.01. Other Events.
The Share Repurchase Agreement was entered into in connection with the Selling Stockholder entering into variable pre-paid forward sale contracts with financial institutions, executed in reliance on Rule 144 of the Securities Act of 1933, as amended.
After giving effect to the impact of the Repurchase, the Selling Stockholder owns 33,090,404 shares of Common Stock, which represents approximately 16% of the 201,983,425 total outstanding shares of Common Stock of the Company (based on 202,259,409 shares of Common Stock outstanding as of May 31, 2023, less the 275,984 shares of Common Stock repurchased in the Repurchase).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
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Description
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| 10.1 | Share Repurchase Agreement, dated as of June 15, 2023, by and between AmerisourceBergen Corporation and Walgreens Boots Alliance Holdings LLC. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL) |
SIGNATURES
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.
| AmerisourceBergen Corporation | ||
| June 20, 2023 | By: | /s/ James F. Cleary |
| Name: James F. Cleary | ||
| Title: Executive Vice President and Chief Financial Officer | ||