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validly tendered and not validly withdrawn on or prior to 5:00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validly withdrawn on or prior to the Early Tender Deadline, as were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.
*© 2021, Fortune Media IP Limited. Used under license.
(WBA-GEN)
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