Walgreens Boots Alliance, Inc. (the “Company”) (Nasdaq: WBA)
today announced the commencement of cash tender offers
(collectively, the “Tender Offer”) for up to $2,750,000,000
aggregate principal amount of the senior notes listed in the table
below (collectively, the “Notes”).
Title of Security(1)
Principal Amount
Outstanding
CUSIP Number
Tender Caps
Acceptance Priority
Level
Early Tender
Premium(2)
Reference U.S. Treasury
Security
Bloomberg Reference
Page/Screen
Fixed Spread (basis
points)
4.800% Notes due 2044
$1,500,000,000
931427AC2
N/A
1
$30.00
1.625% UST due November 15,
2050
FIT1
138
4.400% Notes due
2042(3)
$500,000,000
931422AK5
N/A
2
$30.00
1.625% UST due November 15,
2050
FIT1
130
4.650% Notes due 2046
$600,000,000
931427AR9
N/A
3
$30.00
1.625% UST due November 15,
2050
FIT1
138
4.500% Notes due 2034
$500,000,000
931427AB4
N/A
4
$30.00
1.125% UST due February 15,
2031
FIT1
130
4.100% Notes due 2050(4)
$1,000,000,000
931427AT5
$200,000,000
5
$30.00
1.625% UST due November 15,
2050
FIT1
140
3.100% Notes due 2022(3)(5)
$1,200,000,000
931422AH2
$500,000,000
6
$30.00
1.500% UST due September 15,
2022
FIT4
22
3.800% Notes due 2024
$2,000,000,000
931427AH1
N/A
7
$30.00
0.250% UST due March 15, 2024
FIT1
45
3.450% Notes due 2026
$1,900,000,000
931427AQ1
N/A
8
$30.00
0.750% UST due March 31, 2026
FIT1
48
(1)
Subject to a limited exception, the Total
Consideration will be determined taking into account the Par Call
Date (as defined below), if applicable, for such series of Notes,
as described herein. If such series of Notes do not have a Par Call
Date, the Total Consideration will be determined based on the
maturity date of the Notes of such series. In addition, Holders
whose Notes are accepted will also receive Accrued Interest on such
Notes.
(2)
The Total Consideration payable for each
$1,000 principal amount of Notes validly tendered at or prior to
the Early Tender Deadline and accepted for purchase includes the
applicable Early Tender Premium.
(3)
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.
(4)
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.
(5)
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.
The Tender Offer is being made upon, and is subject to, the
terms and conditions set forth in the Offer to Purchase dated April
9, 2021 (the “Offer to Purchase”). The Tender Offer will expire 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), unless
extended or earlier terminated by the Company (the “Expiration
Date”). Tenders of Notes may be withdrawn at any time at or prior
to 5:00 p.m., New York City time, on April 22, 2021, but may not be
withdrawn thereafter except in certain limited circumstances where
additional withdrawal rights are required by law.
The consideration paid in the Tender Offer for Notes that are
validly tendered and accepted for purchase will be determined in
the manner described in the Offer to Purchase by reference to a
fixed spread over the yield to maturity of the applicable U.S.
Treasury Security specified in the table above and in the Offer to
Purchase (the “Total Consideration”). Holders of Notes that are
validly tendered and not withdrawn at or prior to 5:00 p.m., New
York City time, on April 22, 2021 (the “Early Tender Deadline”) and
accepted for purchase will receive the applicable Total
Consideration, which includes an early tender premium as set forth
in the table above and in the Offer to Purchase (the “Early Tender
Premium”). Holders of Notes who validly tender their Notes
following the Early Tender Deadline and on or prior to the
Expiration Date will only receive the applicable “Tender Offer
Consideration,” which is an amount equal to the applicable Total
Consideration minus the applicable 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”), unless
extended.
Payment 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 such Notes accepted
for purchase. The settlement date for Notes that are validly
tendered on or prior to the Early Tender Deadline is expected to be
April 26, 2021, one business day following the Price Determination
Date (the “Early Settlement Date”). The settlement date for the
Notes that are tendered following the Early Tender Deadline but at
or prior to the Expiration Date is expected to be May 11, 2021, two
business days following the Expiration Date, assuming the Maximum
Tender Amount is not purchased on the Early Settlement Date.
Subject to the Maximum Tender Amount and 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 the table above, with 1 being the highest) will be
accepted before any tendered Notes having a lower Acceptance
Priority Level (with 8 being the lowest), and all Notes validly
tendered after the Early Tender Deadline having a higher Acceptance
Priority Level will be accepted before any Notes tendered after the
Early Tender Deadline having a lower Acceptance Priority Level.
However, even if the Tender Offer is not fully subscribed as of the
Early Tender Deadline, subject to the Maximum Tender Amount and the
Tender Caps, Notes validly tendered and not properly withdrawn at
or prior to the Early Tender Deadline will be accepted for purchase
in priority to other Notes tendered following the Early Tender
Deadline, even if such Notes tendered following the Early Tender
Deadline have a higher Acceptance Priority Level than Notes
tendered at or prior to the Early Tender Deadline.
Notes of a series may be subject to proration 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. Furthermore, if the Tender Offer
is fully subscribed as of the Early Tender Deadline, holders who
validly tender Notes following the Early Tender Deadline but at or
prior to the Expiration Date 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 in the Tender Offer is subject to the
satisfaction or waiver of a number of conditions described in the
Offer to Purchase, including the receipt of proceeds from the
Company’s delayed draw term loan. The Company reserves the right,
subject to applicable law, to: (i) waive any and all conditions to
the Tender Offer; (ii) extend or terminate the Tender Offer; (iii)
increase or decrease the Maximum Tender Amount and/or the Total
Consideration and/or increase, decrease or eliminate the Tender
Caps without extending the withdrawal deadline or otherwise
reinstating withdrawal rights with respect to the Notes; or (iv)
otherwise amend the Tender Offer in any respect.
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 and only in such jurisdiction 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.
*© 2021, Fortune Media IP Limited. Used under license.
(WBA-GEN)
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210409005359/en/
Media Relations USA / Morry Smulevitz +1 847 315 0517
International +44 (0)20 7980 8585 Investor Relations Gerald
Gradwell and Jay Spitzer +1 847 315 2922
Walgreens Boots Alliance (NASDAQ:WBA)
Historical Stock Chart
From Mar 2024 to Apr 2024
Walgreens Boots Alliance (NASDAQ:WBA)
Historical Stock Chart
From Apr 2023 to Apr 2024