MCK 8-K: Smart Summary
97% reductionOn April 1, 2026, subsidiaries of McKesson Corporation, including McKesson Medical-Surgical Top Holdings, Inc. as borrower, entered into a Credit Agreement with JPMorgan Chase Bank, N.A. as administrative agent and collateral agent, providing for $2B in total senior secured credit facilities comprising two term loan facilities and a revolving credit facility.
Item 1.01: Entry into a Material Definitive Agreement
Agreements
- Credit Agreement (Term Loan A-1 Facility) — McKesson Medical-Surgical Top Holdings, Inc. (Borrower) and lenders party thereto, with JPMorgan Chase Bank, N.A. as administrative agent and collateral agent; effective April 1, 2026; $750M senior secured term 'A' loan facility; due 2031
- Credit Agreement (Term Loan A-2 Facility) — McKesson Medical-Surgical Top Holdings, Inc. (Borrower) and lenders party thereto, with JPMorgan Chase Bank, N.A. as administrative agent and collateral agent; effective April 1, 2026; $250M senior secured term 'A' loan facility; due 2028
- Credit Agreement (Revolving Credit Facility) — McKesson Medical-Surgical Top Holdings, Inc. (Borrower) and lenders party thereto, with JPMorgan Chase Bank, N.A. as administrative agent and collateral agent; effective April 1, 2026; $1B senior secured revolving credit facility; matures April 1, 2031
- Security, Guaranty and Related Agreements — Borrower and certain other subsidiaries of McKesson Corporation; entered into in connection with the Credit Agreement; secure obligations with a security interest in substantially all tangible and intangible assets of the Borrower and certain material U.S. subsidiaries
Conditions
- Financial Maintenance Covenants — Borrower must maintain a maximum Total Net Leverage Ratio and a minimum Interest Coverage Ratio, each tested on a quarterly basis
- Negative Covenants — Restrictions on indebtedness, liens, investments, fundamental changes, dispositions, and dividends and other distributions applicable to the Borrower and Guarantors
- Pricing Rate Adjustment Trigger — Initial pricing applies until delivery of financial statements and related Compliance Certificate for fiscal quarter ending June 30, 2026; thereafter rates adjust based on Total Net Leverage Ratio and, once obtained, public corporate credit ratings from S&P and Moody's
- Collateral Requirement — Obligations secured by a security interest in substantially all tangible and intangible assets of the Borrower and certain material U.S. subsidiaries, subject to certain exceptions and Excluded Assets as defined in the Credit Agreement
Financial Impact
- Term Loan A Facilities Interest Rate (Initial) — Borrower selected Adjusted Term SOFR Rate plus applicable margin of 1.250% per annum; alternative Base Rate plus applicable margin of 0.250% per annum
- Revolving Credit Facility Interest Rate (Initial) — Term Benchmark Rate plus 1.250% per annum, or Base Rate plus 0.250% per annum, until financial statements for the fiscal quarter ending June 30, 2026 are delivered
- Revolving Credit Facility Interest Rate (Post-Initial Period) — Ranges from 1.625% to 1.250% plus Term Benchmark Rate, or 0.625% to 0.250% plus Base Rate, based on Total Net Leverage Ratio and public corporate credit ratings
- Commitment Fee — Rates varying from 0.225% to 0.175%, based on achievement of certain Total Net Leverage Ratios and certain public corporate credit ratings
- Total Senior Secured Credit Facilities — Aggregate of $2B ($750M Term A-1 + $250M Term A-2 + $1B Revolving)
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