Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
As previously reported, Cerner Corporation (the "Company") has entered into a
Master Note Agreement, dated as of November 11, 2019, as amended by that certain
First Amendment to Master Note Agreement, dated as of October 8, 2020 (the "2019
Shelf Agreement"), with the Purchasers listed therein, pursuant to which the
Company may issue and sell up to an aggregate principal amount of $1.8 billion
of unsecured senior promissory notes (the "Senior Notes").
On March 24, 2021, the Company issued $500 million aggregate principal amount of
its Senior Notes under the 2019 Shelf Agreement consisting of (a) $100 million
aggregate principal amount of 2.00% Senior Notes, Series 2021-A, due March 24,
2026 (the "Series 2021-A Notes") and (b) $400 million aggregate principal amount
of 2.59% Senior Notes, Series 2021-B, due March 24, 2031 (the "Series 2021-B
Notes"; and together with the Series 2021-A Notes, the "Series 2021 Notes"). The
Series 2021 Notes rank pari passu with all other senior unsecured obligations of
the Company. Interest only is payable on the Series 2021 Notes semiannually in
arrears on March 24 and September 24 of each year, commencing September 24,
2021, and the principal balance of the Series 2021 Notes is due at maturity. The
Company may prepay at any time all, or any part of, the outstanding principal
amount of the Series 2021 Notes, subject to the payment of a make-whole amount.
The Series 2021 Notes are subject to the terms of the 2019 Shelf Agreement,
which contains customary events of default and covenants related to limitations
on indebtedness and transactions with affiliates and the maintenance of certain
financial ratios. The Company intends to apply the proceeds of the sale of the
Series 2021 Notes for general corporate purposes, including acquisitions and/or
share repurchases.
The foregoing description of the 2019 Shelf Agreement, which governs the terms
of the Series 2021 Notes, does not purport to be complete and is qualified in
its entirety by reference to the Master Note Agreement, which was filed as
Exhibit 10.4 to the Current Report on Form 8-K filed by the Company on November
12, 2019, and the First Amendment to Master Note Agreement, which was filed as
Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on October
9, 2020, both of which are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
d) Exhibits
Exhibit
Number Description
10.1 Master Note Agreement dated November 11, 2019, between Cerner
Corporation and the Purchasers listed therein is incorporated by reference
from Exhibit 10.4 to the Current Report on Form 8-K filed by the Company
on November 12, 2019
10.2 First Amendment to Master Note Agreement dated October 8, 2020, between
Cerner Corporation and the Purchasers listed therein is incorporated by
reference from Exhibit 10.1 to the Current Report on Form 8-K filed by the
Company on October 9, 2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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