false 0001618921 0001618921 2022-11-07 2022-11-07 0001618921 us-gaap:CommonStockMember 2022-11-07 2022-11-07 0001618921 wba:M3.600WalgreensBootsAllianceInc.NotesDue2025Member 2022-11-07 2022-11-07 0001618921 wba:M2.125WalgreensBootsAllianceInc.NotesDue2026Member 2022-11-07 2022-11-07





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 7, 2022




(Exact name of registrant as specified in its charter)




Delaware   001-36759   47-1758322

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification Number)


108 Wilmot Road, Deerfield, Illinois   60015
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (847) 315-2500

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:


Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications 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 Securities Exchange Act of 1934:


Title of each class





Name of each exchange

on which registered

Common Stock, $0.01 par value   WBA   The Nasdaq Stock Market LLC
3.600% Walgreens Boots Alliance, Inc. notes due 2025   WBA25   The Nasdaq Stock Market LLC
2.125% Walgreens Boots Alliance, Inc. notes due 2026   WBA26   The Nasdaq Stock Market LLC

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 November 7, 2022, Walgreens Boots Alliance, Inc. (the “Company”), together with Village Practice Management Company, LLC (“VillageMD”), WP CityMD Topco LLC (“Summit Health-CityMD”), and Evernorth, a subsidiary of Cigna Corporation, issued a press release announcing, among other things, the entry by VillageMD into a definitive agreement to acquire Summit Health-CityMD. In addition, the Company has entered into a definitive agreement and commitment letter with VillageMD for the purpose of funding the acquisition of Summit Health-CityMD through additional equity investments and debt facilities, respectively. Following the transactions, the Company contemplates remaining the largest and consolidating equityholder of VillageMD, with beneficial ownership of approximately 53% of the outstanding equity interests of VillageMD on a fully diluted basis. A copy of the press release is furnished as Exhibit 99.1 hereto.

In connection with the foregoing, the Company announced that it would be discussing the transactions, among other things, at the 31st Annual Credit Suisse Healthcare Conference on November 9, 2022. Slides prepared for the purposes of the conference are furnished as Exhibit 99.2 hereto. A link to the conference presentation will be available on the Company’s investor relations website at: http://investor.walgreensbootsalliance.com.

The information in this Item 7.01, including the exhibits attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such disclosure in this Current Report on Form 8-K in such a filing.

Cautionary Note Regarding Forward-Looking Statements

All statements in this report that are not historical including, without limitation, those regarding the consummation of the transactions, are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as “expect,” “will,” “likely,” “intend,” “plan,” “aim,” “continue,” “believe,” “seek,” “anticipate,” “upcoming,” “may,” “possible,” and variations of such words and similar expressions are intended to identify such forward-looking statements.

These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions, known or unknown, that could cause actual results to vary materially from those indicated or anticipated. These risks, assumptions and uncertainties include those described in Item 1A (Risk Factors) of our Annual Report on Form 10-K for the fiscal year ended August 31, 2022 and in other documents that we file or furnish with the Securities and Exchange Commission. If one or more of these risks or uncertainties materializes, or if underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. All forward-looking statements we make or that are made on our behalf are qualified by these cautionary statements. Accordingly, you should not place undue reliance on these forward-looking statements, which speak only as of the date they are made.

We do not undertake, and expressly disclaim, any duty or obligation to update publicly any forward-looking statement after the date of this release, whether as a result of new information, future events, changes in assumptions or otherwise.


Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Exhibit    Description
99.1    Press Release of Walgreens Boots Alliance, Inc. and other parties, dated November 7, 2022
99.2    31st Annual Credit Suisse Healthcare Conference Presentation Materials of Walgreens Boots Alliance, Inc., dated as of November 7, 2022
104    Cover Page Interactive Data File (formatted as inline XBRL)


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: November 7, 2022




/s/ Joseph B. Amsbary, Jr.





Joseph B. Amsbary, Jr.

Senior Vice President and Corporate Secretary

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