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Cardinal Health Announces $1.2 Billion Debt Tender Offer
Thursday, August 27, 2009 8:01 AM


DUBLIN, Ohio, Aug. 27 /PRNewswire-FirstCall/ -- Cardinal Health today announced a cash tender offer to purchase up to an aggregate purchase price of $1.2 billion of its long-term debt securities.

The tender offer is part of a previously announced plan to reduce the company's long-term debt after the completion of the planned spinoff of CareFusion Corp. and includes notes issued by both Cardinal Health and one if its wholly owned subsidiaries, Allegiance Corp. Conditions to the tender offer include the completion of the planned spinoff of CareFusion and Cardinal Health receiving a cash distribution from CareFusion in the amount of approximately $1.4 billion. Cardinal Health will fund the purchase of the Allegiance Corp. notes listed in the table below from cash on hand and will fund the purchase of the Cardinal Health notes listed in the table below from the cash distribution from CareFusion. The balance of the cash distribution will be used to retire the floating rate notes of Cardinal Health due in October 2009.

The Tender Offer

The table below lists the notes included in the tender offer, including the acceptance priority level for each, the tender offer consideration and an early tender premium. The "total consideration" listed in the table is the sum of the tender offer consideration and the early tender premium. The amount of each series of notes that is purchased in the tender offer will be based on the acceptance priority level. All notes of any series tendered in the offer that have a higher acceptance priority level will be accepted before any notes of any series with a lower acceptance priority level. Notes of the series in the lowest acceptance priority level accepted for purchase in the tender offer may be subject to proration. In addition, the aggregate purchase price of 7.00% debentures due 2026 that will be accepted for purchase in the tender offer will not exceed $100 million. If 7.00% debentures due 2026 are tendered such that the aggregate purchase price for the notes would exceed $100 million, they will be subject to proration. Any tendered notes that are not accepted for purchase will be returned without expense to the tendering holder.

The tender offer will expire at 11:59 p.m., New York City time, on Sept. 24, unless extended or earlier terminated by Cardinal Health. To be eligible to receive the early tender premium, holders must tender their notes before 5 p.m., New York City time, on Sept. 10, unless extended by Cardinal Health.

                               Principal
                                 Amount
                                  Out-   Accept-
                                standing  ance   Tender   Early
                                  (in    Prior-  Offer    Tender    Total
             CUSIP/ISIN  Issuer millions) ity  Consider-  Premium Consider-
    Notes      Number     (1)     (2)    Level  ation(3)   (4)     ation(3)

    7.80%     017475AB0;    A     $75.685   1   $1,075.00  $30.00  $1,105.00
     Deben-  US017475AB07
     tures
     due
     Oct. 15,
     2016

    6.75%     14149YAF5;    C        $500   1   $1,042.50  $30.00  $1,072.50
     Notes    US14149YAF51
     due
     Feb. 15,
     2011

    6.00%     14149YAQ1;    C        $300   1   $1,032.50  $30.00  $1,062.50
     Notes   US14149YAQ17
     due
     June 15,
     2017

    7.00%     017475AC8;    A        $192   2     $980.00  $30.00  $1,010.00
     Deben-  US017475AC89
     tures
     due
     Oct. 15,
     2026(5)

    5.85%     14149YAH1;    C        $500   3   $1,022.50  $30.00  $1,052.50
     Notes   US14149YAH18
     due
     Dec. 15,
     2017

    5.80%     14149YAL2;    C        $500   4   $1,021.25  $30.00  $1,051.25
     Notes   US14149YAL20
     due
     Oct.


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