MCK 8-K: Smart Summary

On June 9, 2026, McKesson Medical-Surgical Top Holdings, Inc. (as Borrower) and certain subsidiaries of McKesson Corporation entered into Amendment No. 1 to the Credit Agreement (originally dated April 1, 2026), adding a $2.3B senior secured term "B" loan facility due 2032, with JPMorgan Chase Bank, N.A. as administrative agent and sole initial lender.

• Amendment No. 1 to Credit Agreement — Parties: McKesson Medical-Surgical Top Holdings, Inc. (Borrower), subsidiary guarantors, and JPMorgan Chase Bank, N.A. (administrative agent and collateral agent); effective June 9, 2026 (Amendment No. 1 Effective Date); amends the Credit Agreement dated April 1, 2026 to add a $2.3B senior secured term "B" loan facility (Amendment No. 1 Term B Loan Facility) due 2032; constitutes an Incremental Amendment pursuant to Section 2.14 of the Credit Agreement; all other terms of the Credit Agreement remain substantially the same; governed by the laws of the State of New York
• Amendment No. 1 Term B Loan Facility — New Class of Term Loans separate from Closing Date Term A-1 Loans and Closing Date Term A-2 Loans; ranks pari passu in right of payment and security with Closing Date Term Loans; proceeds to be used to pay fees, costs and expenses related to the transactions and to fund the Transactions; secured by substantially all tangible and intangible assets of the Borrower and each of the Borrower's certain material U.S. subsidiaries, subject to certain exceptions and Excluded Assets; incurred in reliance on Section 2.14(4)(c)(C) of the Credit Agreement

• Committed Loan Notice — Administrative Agent must receive a Committed Loan Notice no later than 1:00 p.m., New York time, one (1) Business Day prior to the Amendment No. 1 Effective Date
• Executed Counterparts — Administrative Agent must receive executed counterparts of the Amendment from each of the Loan Parties and the Amendment No. 1 Term B Lender
• Organizational and Authorization Documents — Administrative Agent must receive certificates of good standing, customary certificates of resolutions or other action, incumbency certificates, and Responsible Officer certificates for each Loan Party
• Legal Opinions — Customary legal opinions required from (x) Simpson Thacher & Bartlett LLP (New York counsel) and (y) Gordon Rees Scully Mansukhani, LLP (Florida, Virginia and Minnesota counsel), each addressed to the Administrative Agent and the Amendment No. 1 Term B Lenders
• Solvency Certificate — Solvency certificate in substantially the form of Exhibit I to the Credit Agreement from a Financial Officer of the Borrower dated as of the Amendment No. 1 Effective Date
• Responsible Officer Certificate — Certificate certifying that the representations/warranties and no-default conditions have been satisfied
• Fees and Expenses Paid — All required fees and expenses must be paid on or substantially concurrently with borrowing on the Amendment No. 1 Effective Date
• Representations and Warranties — Representations and warranties of the Borrower and each other Loan Party must be true and correct in all material respects as of the Amendment No. 1 Effective Date
• No Default or Event of Default — No Default or Event of Default may exist after giving effect to the incurrence of the Amendment No. 1 Term B Commitments
• KYC / Anti-Money Laundering — Administrative Agent and Amendment No. 1 Term B Lenders must have received at least two (2) Business Days prior to the Amendment No. 1 Effective Date all documentation required under applicable "know your customer" and anti-money laundering rules (including the USA PATRIOT Act), where such documentation was requested in writing at least ten (10) Business Days prior to the Amendment No. 1 Effective Date

• Term B Loan Facility Size — $2,250,000,000.00 aggregate principal amount; JPMorgan Chase Bank, N.A. is the sole Amendment No. 1 Term B Lender with a commitment of $2,250,000,000.00
• Interest Rate (Term Benchmark / SOFR option) — Adjusted Term SOFR Rate plus applicable margin of 2.25% per annum; Borrower selected this as the initial interest rate
• Interest Rate (Base Rate option) — Base Rate plus applicable margin of 1.25% per annum
• Existing Closing Date Term A-1 Loans — Initial aggregate commitment of $750M
• Existing Closing Date Term A-2 Loans — Initial aggregate commitment of $250M
• Existing Revolving Commitments — $1B
• Financial Covenants — Borrower subject to (i) a maximum total net leverage ratio covenant and (ii) a minimum interest coverage ratio covenant, each subject to customary cure rights
• Fees and Expenses — All fees and expenses required to be paid on the Amendment No. 1 Effective Date must have been paid (or paid substantially concurrently with borrowing); expense invoices must be submitted at least three (3) Business Days prior to the Amendment No. 1 Effective Date