Walgreens Boots Alliance Announces the Early Results and Upsizing of Its Tender Offer for Certain Outstanding Debt Securities

April 23, 2021 |

8 min read

Walgreens Boots Alliance, Inc. announced the early results and upsizing of the previously announced cash tender offer to purchase up to an amended Maximum Tender Amount of the outstanding senior notes identified in the table below, in the order of priority and subject to the Tender Caps shown in the table.

April 23, 2021 11:57 UTC

DEERFIELD, Ill.--(BUSINESS WIRE)-- Walgreens Boots Alliance, Inc. (the “Company”) (NASDAQ: WBA) today announced the early results and upsizing of the previously announced cash tender offer (the “Tender Offer”) to purchase up to an amended Maximum Tender Amount (as defined below) of the outstanding senior notes identified in the table below (collectively, the “Notes”), in the order of priority and subject to the Tender Caps shown in the table. The Company has amended the terms of the Tender Offer to increase the combined aggregate principal amount of Notes subject to the Tender Offer (the “Maximum Tender Amount”) from $2.75 billion to $3.3 billion. The Tender Caps for the 4.100% Notes due 2050 and 3.100% Notes due 2022 will remain unchanged, as set forth in the table below. Approximately $3.7 billion in combined aggregate principal amount of Notes were validly tendered and not validly withdrawn on or prior to 5:00 p.m., New York City time, on April 22, 2021, the early tender deadline for the Tender Offer (the “Early Tender Deadline”). The terms of the Tender Offer are described in the Offer to Purchase, dated April 9, 2021, as amended by this press release (the “Offer to Purchase”).

The following table sets forth certain information regarding the Notes and the Tender Offer, including the aggregate principal amount of each series of Notes that were validly tendered and not validly withdrawn on or prior to the Early Tender Deadline, as were reported by Global Bondholder Services Corporation, the tender agent:

Title of Security	Principal Amount Outstanding	CUSIP Number	Tender Caps	Acceptance Priority Level	Principal Amount Tendered	Principal Amount Accepted
4.800% Notes due 2044	$1,500,000,000	931427AC2	N/A	1	$627,629,000	$627,629,000
4.400% Notes due 2042⁽¹⁾	$500,000,000	931422AK5	N/A	2	$233,685,000	$233,685,000
4.650% Notes due 2046	$600,000,000	931427AR9	N/A	3	$277,509,000	$277,509,000
4.500% Notes due 2034	$500,000,000	931427AB4	N/A	4	$196,704,000	$196,704,000
4.100% Notes due 2050⁽²⁾	$1,000,000,000	931427AT5	$200,000,000	5	$335,530,000	$200,000,000
3.100% Notes due 2022⁽¹⁾⁽³⁾	$1,200,000,000	931422AH2	$500,000,000	6	$468,593,000	$468,593,000
3.800% Notes due 2024	$2,000,000,000	931427AH1	N/A	7	$843,168,000	$843,168,000
3.450% Notes due 2026	$1,900,000,000	931427AQ1	N/A	8	$697,575,000	$452,714,000

(1)		The 4.400% Notes due 2042 and 3.100% Notes due 2022 were issued by Walgreen Co., a wholly owned subsidiary of Walgreens Boots Alliance, Inc.

(2)		The Tender Cap of $200,000,000 for the 4.100% Notes due 2050 represents the maximum aggregate principal amount of 4.100% Notes due 2050 that may be purchased in the Offer. The aggregate principal amount of 4.100% Notes due 2050 validly tendered and not validly withdrawn on or before the Early Tender Deadline exceeded the applicable Tender Cap.

(3)		The Tender Cap of $500,000,000 for the 3.100% Notes due 2022 represents the maximum aggregate principal amount of 3.100% Notes due 2022 that may be purchased in the Offer.

Subject to the Maximum Tender Amount and, in the case of the 4.100% Notes due 2050 and 3.100% Notes due 2022, the Tender Caps, all Notes validly tendered and not validly withdrawn on or before the Early Tender Deadline having a higher Acceptance Priority Level (as shown in Table 1 above, with 1 being the highest) will be accepted for purchase before any tendered Notes having a lower Acceptance Priority Level (with 8 being the lowest). Notes of a series will be subject to proration, as described in the Offer to Purchase, if the aggregate principal amount of the Notes of such series validly tendered and not properly withdrawn would cause the Maximum Tender Amount or, in the case of the 4.100% Notes due 2050 and 3.100% Notes due 2022, the Tender Caps, to be exceeded. Because the aggregate principal amount of Notes validly tendered and not validly withdrawn on or before the Early Tender Deadline exceeded the Maximum Tender Amount, Holders who validly tender Notes following the Early Tender Deadline but on or before the expiration of the Tender Offer at 12:00 midnight, New York City time, on May 7, 2021 (one minute after 11:59 p.m., New York City time, on May 6, 2021), will not have any of their Notes accepted for purchase.

The Company’s obligation to accept for purchase and to pay for the Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is subject to the satisfaction or waiver, in the Company’s discretion, of certain conditions, which are more fully described in the Offer to Purchase.

The consideration paid in the Tender Offer for each series of Notes validly tendered and not validly withdrawn and accepted for purchase will be determined in the manner described in the Offer to Purchase (the “Total Consideration”). Holders of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline and accepted for purchase are eligible to receive the applicable Total Consideration, which includes an early tender premium of $30.00 per $1,000 principal amount of the Notes accepted for purchase (the “Early Tender Premium”).

The Total Consideration will be determined at 10:00 a.m., New York City time, on April 23, 2021 (the “Price Determination Date”). The Company will issue a press release after the Total Consideration is determined to announce the Total Consideration payable in connection with the Tender Offer.

Payments for Notes purchased will include accrued and unpaid interest from and including the last interest payment date applicable to the relevant series of Notes up to, but not including, the applicable settlement date for Notes accepted for purchase. The settlement date for the Notes accepted for purchase in connection with the Early Tender Deadline is expected to be April 26, 2021, the first business day following the Price Determination Date. In accordance with the terms of the Tender Offer, the withdrawal deadline was 5:00 p.m., New York City time, on April 22, 2021. As a result, tendered Notes may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by the Offerors).

Wells Fargo Securities, BofA Securities, HSBC and J.P. Morgan are acting as the dealer managers for the Tender Offer. The information agent and tender agent is Global Bondholder Services Corporation. Copies of the Offer to Purchase and related offering materials are available by contacting Global Bondholder Services Corporation by telephone at (212) 430-3774 (for banks and brokers only), (866) 470-3800 (for all others toll-free), via email at contact@gbsc-usa.com or online at https://www.gbsc-usa.com/walgreens/. Questions regarding the Tender Offer should be directed to Wells Fargo Securities at (866) 309-6316 (toll-free) or (704) 410-4759, BofA Securities at (980) 387-3907, HSBC at (888) HSBC-4LM (toll-free) or (212) 525-5552 (collect) and J.P. Morgan at (917) 721-9052 (collect) or (866) 834-4666 (toll-free). This press release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Tender Offer is being made only pursuant to the Offer to Purchase, as amended by this press release, and only in such jurisdictions as is permitted under applicable law.

Cautionary Note Regarding Forward Looking Statements

All statements in this press release that are not historical are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not guarantees of future performance and involve risks, assumptions and uncertainties, including those described in Item 1A (Risk Factors) of our Annual Report on Form 10-K for the fiscal year ended August 31, 2020, our Quarterly Report on Form 10-Q for the quarter ended February 28, 2021 and in other documents that we file or furnish with the SEC. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially. These forward-looking statements speak only as of the date they are made. Except to the extent required by law, we do not undertake, and expressly disclaim, any duty or obligation to update publicly any forward-looking statement after the date of this press release, whether as a result of new information, future events, changes in assumptions or otherwise.

About Walgreens Boots Alliance

Walgreens Boots Alliance (Nasdaq: WBA) is a global leader in retail and wholesale pharmacy, touching millions of lives every day through dispensing and distributing medicines, its convenient retail locations, digital platforms and health and beauty products. The company has more than 100 years of trusted health care heritage and innovation in community pharmacy and pharmaceutical wholesaling.

Including equity method investments, WBA has a presence in more than 25 countries, employs more than 450,000 people and has more than 21,000 stores.

WBA’s purpose is to help people across the world lead healthier and happier lives. The company is proud of its contributions to healthy communities, a healthy planet, an inclusive workplace and a sustainable marketplace. WBA is a Participant of the United Nations Global Compact and adheres to its principles-based approach to responsible business. WBA is included in FORTUNE’s 2021 list of the World’s Most Admired Companies. This is the 28th consecutive year that WBA or its predecessor company, Walgreen Co., has been named to the list.

(WBA-GEN)