Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 26, 2024

McKESSON CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware

1-13252

94-3207296

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

6555 State Hwy 161

Irving, TX 75039

(Address of Principal Executive Offices, and Zip Code)

(972) 446-4800

Registrant’s Telephone Number, Including Area Code

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 (see General Instruction A.2. below):


☐			Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange
on which registered

Common stock, $0.01 par value

MCK

New York Stock Exchange

1.500% Notes due 2025

MCK25

New York Stock Exchange

1.625% Notes due 2026

MCK26

New York Stock Exchange

3.125% Notes due 2029

MCK29

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 7.01			Regulation FD Disclosure

On August 26, 2024, McKesson Corporation (“Company”) issued and posted on its website (https://www.mckesson.com/About-McKesson/Newsroom/Press-Releases/ and https://investor.mckesson.com/news/default.aspx) a news release announcing that it signed a definitive agreement to acquire a controlling interest in Community Oncology Revitalization Enterprise Ventures, LLC (“Core Ventures”). A copy of that news release is attached hereto as Exhibit 99.1.


Item 8.01			Other Events.

On August 25, 2024, the Company entered into a unit purchase agreement (“Purchase Agreement”) with Florida Cancer Specialists & Research Institute, LLC (“Florida Cancer Specialists”) and Core Ventures to acquire a controlling interest in Core Ventures. The Company has committed to purchase an approximately 70% controlling equity interest for approximately $2.49 billion in cash, subject to certain customary adjustments.

The closing of the transactions contemplated by the Purchase Agreement are subject to the satisfaction of customary closing conditions, including regulatory review.

Florida Cancer Specialists owns and operates a medical practice that offers and provides, at various locations in Florida, professional medical services in oncology and ancillary activities related thereto. Core Ventures is engaged by Florida Cancer Specialists as its exclusive provider of non-clinical business and other administrative services.

Cautionary Statements:

Except for historical information, statements in this report regarding the Company’s proposed acquisition and related arrangements constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, that involve risks and uncertainties that could cause actual results to differ materially from those in those statements. It is not possible to identify all such risks and uncertainties. The reader should not place undue reliance on forward-looking statements, which speak only as of the date they are first made. Except to the extent required by law, the company undertakes no obligation to publicly update forward-looking statements. We encourage investors to read the important risk factors described in the Company’s most recent Form 10-K filed with the Securities and Exchange Commission. These risk factors include, but are not limited to: we may be unable to obtain necessary regulatory approvals; we may not achieve expected outcomes from the transaction; we might be adversely impacted by delays or other difficulties, including related to the transactions described in this press release; we from time to time record significant charges from impairment to goodwill, intangibles and other assets or investments; we might be adversely impacted by events outside of our control, such as widespread public health issues, natural disasters, political events, economic events and other catastrophic events.


Item 9.01			Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.						Description

99.1						News release i ssued by the Company dated August 2 6 , 2024
104						Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 26, 2024



McKesson Corporation

	By:	/s/ Britt J. Vitalone
		Britt J. Vitalone
		Executive Vice President and
		Chief Financial Officer

Exhibit 99.1

McKesson Signs Agreement to Acquire Controlling Interest in Florida Cancer Specialists & Research Institute’s Core Ventures

Acquisition enhances McKesson’s integrated oncology platform; Florida Cancer Specialists & Research Institute to join The US Oncology Network

IRVING, Texas, August 26, 2024—McKesson Corporation (NYSE: MCK) announced today that it signed a definitive agreement to acquire a controlling interest in Community Oncology Revitalization Enterprise Ventures, LLC (Core Ventures). Core Ventures, a business and administrative services organization, was established by Florida Cancer Specialists & Research Institute, LLC (FCS), a leading physician-owned community oncology practice. FCS physicians will continue to retain a minority interest in Core Ventures.

McKesson will purchase its controlling interest for approximately $2.49 billion in cash, which will represent approximately 70% ownership. Following completion of the transaction, Core Ventures will be part of the Oncology platform, and financial results will be reported within McKesson’s US Pharmaceutical segment. The transaction is subject to customary closing conditions, including necessary regulatory clearances. Following the close of the transaction, FCS, a practice with more than 250 physicians and 280 advanced practice providers, across nearly 100 locations in Florida, will remain independently owned and FCS will join McKesson’s The US Oncology Network (The Network), a leading oncology organization, dedicated to advancing local and affordable cancer care and better patient outcomes.

“This milestone marks an important step forward in our efforts to advance community-based oncology care,” said Brian Tyler, chief executive officer, McKesson. “By growing our Oncology platform, we will bring advanced treatments and improved care experiences to patients, while also reducing the overall cost of care. FCS and Core Ventures’ expertise and patient-first approach align with our commitment to accelerating clinical development, improving patient outcomes, and expanding access to quality cancer care in the community. We are also pleased to welcome Florida Cancer Specialists & Research Institute to The US Oncology Network, reinforcing our dedication to empowering community-based providers to independently thrive in today’s rapidly evolving healthcare landscape.”

FCS has provided exceptional care to cancer patients for over 40 years. During that time, services have grown to include clinical trials, diagnostic imaging, medical oncology and chemotherapy infusion, integrative therapy, molecular and pathology lab services, radiation oncology, next-generation sequencing, medically integrated dispensing, and data services. FCS currently conducts clinical trials through Sarah Cannon Research Institute (SCRI), one of the world’s leading oncology research organizations conducting community-based clinical trials. By joining The Network, FCS will have access to McKesson’s differentiated Oncology platform, including best-in-class oncology care products and services.

“Above all else, our patients are the true beneficiaries of this transaction, as we seek to drive meaningful outcomes and deliver sustained value with every interaction. Through the power of our combined operational expertise, we can bolster community oncology's role in increasing access to high-quality, affordable care,” said Lucio N. Gordan, MD, president and managing physician, FCS.

“This is a historic moment for FCS and reflects the evolution of our practice and the forward-thinking of physician leadership, our board, and the entire organization at large,” said Nathan H. Walcker, chief executive officer of FCS. “The US Oncology Network and FCS share a mission and we both aim to strengthen patient-centered cancer care in the community to improve outcomes. We are thrilled to partner with McKesson and join The Network, which furthers the joint commitment to bringing the best medicine and innovation for patients into communities across Florida.”

###

Exhibit 99.1

Cautionary Statements

Except for historical information, statements in this press release regarding McKesson’s proposed acquisition and related arrangements constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, that involve risks and uncertainties that could cause actual results to differ materially from those in those statements. It is not possible to identify all such risks and uncertainties. The reader should not place undue reliance on forward-looking statements, which speak only as of the date they are first made. Except to the extent required by law, the company undertakes no obligation to publicly update forward-looking statements. We encourage investors to read the important risk factors described in the company’s most recent Form 10-K filed with the Securities and Exchange Commission. These risk factors include, but are not limited to: we may be unable to obtain necessary regulatory approvals; we may not achieve expected outcomes from the transaction; we might be adversely impacted by delays or other difficulties, including related to the transactions described in this press release; we from time to time record significant charges from impairment to goodwill, intangibles and other assets or investments; we might be adversely impacted by events outside of our control, such as widespread public health issues, natural disasters, political events, economic events and other catastrophic events.

About McKesson

McKesson Corporation is a diversified healthcare services leader dedicated to advancing health outcomes for patients everywhere. Our teams partner with biopharma companies, care providers, pharmacies, manufacturers, governments, and others to deliver insights, products, and services to help make quality care more accessible and affordable. Learn more about how McKesson is impacting virtually every aspect of healthcare at McKesson.com and read Our Stories.

About McKesson Oncology and Specialty Solutions

It’s an unprecedented time for patients living with cancer as life sciences companies race to create new, cutting-edge therapies. With cancer care becoming more targeted, providers, life sciences companies, and payers face a multitude of challenges and complexity in the development of new treatments and making them accessible to patients in need. At McKesson, our unmatched portfolio of oncology businesses and partners provide research, insights, technologies, and services that are helping to address these hurdles and improve cancer and specialty care.

•McKesson is fueling discovery by helping patients participate in cutting-edge clinical trials closer to home through its joint venture with Sarah Cannon Research Institute.

•The US Oncology Network and McKesson Provider Solutions are advancing specialty care and high-quality cancer care in the communities where patients live by supporting the practices of thousands of independent, community-based providers.

•Ontada®, a McKesson business dedicated to oncology, generates real-world data (RWD) and real-world evidence (RWE), and provides clinical education and provider technology to inform and improve cancer care.

•As one of the largest distributors of oncology and specialty medicines, we are ensuring medicines make their way to those who are counting on them.

•And through CoverMyMeds, Biologics by McKesson, and GPO services, our work continues to help patients access, afford, and adhere to their medicines.

Contacts

Rachel Rodriguez

Investors

469.260.0556 rachel.rodriguez@mckesson.com

Claire Crye

Media

281.825.9927 claire.crye@mckesson.com

Cover Page	Aug. 26, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Aug. 26, 2024
Entity Registrant Name	McKESSON CORPORATION
Entity Central Index Key	0000927653
Entity File Number	1-13252
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	94-3207296
Entity Address, Address Line One	6555 State Hwy 161
Entity Address, City or Town	Irving
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75039
City Area Code	972
Local Phone Number	446-4800
Written Communications	false
Soliciting Material	false
Pre-commencement Issuer Tender Offer	false
Pre-commencement Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Common Stock [Member]
Entity Information [Line Items]
Security Exchange Name	NYSE
Title of 12(b) Security	Common stock, $0.01 par value
Trading Symbol	MCK
1.500% Notes Due 2025 [Member]
Entity Information [Line Items]
Security Exchange Name	NYSE
Title of 12(b) Security	1.500% Notes due 2025
Trading Symbol	MCK25
1.625% Notes Due 2026 [Member]
Entity Information [Line Items]
Security Exchange Name	NYSE
Title of 12(b) Security	1.625% Notes due 2026
Trading Symbol	MCK26
3.125% Notes Due 2029 [Member]
Entity Information [Line Items]
Security Exchange Name	NYSE
Title of 12(b) Security	3.125% Notes due 2029
Trading Symbol	MCK29