Walgreens Boots Alliance Inc.
04/14/2025 | Press release | Distributed by Public on 04/14/2025 05:32
Delisting Transaction Statement (Form SC 13E3)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E)
OF THE SECURITIES EXCHANGE ACT OF 1934
Walgreens Boots Alliance, Inc.
(Name of the Issuer)
Walgreens Boots Alliance, Inc.
Blazing Star Parent, LLC
Blazing Star Merger Sub, Inc.
Sycamore Partners III, L.P.
Sycamore Partners III-A, L.P.
Sycamore Partners Wing Co-Invest, L.P.
Sycamore Partners III GP, L.P.
Sycamore Partners III GP, Ltd.
Blazing Star CCX Superco, Inc.
Blazing Star IA Parent, LLC
Blazing Star Shields Superco II, LLC
Blazing Star Investors, LLC
Blazing Star Boots Superco (Jersey) Limited
Blazing Star Retail Blocker Buyer, LLC
Blazing Star Office Blocker Buyer, LLC
Blazing Star DC Blocker Buyer, LLC
Blazing Star Excluded Property Blocker Buyer, LLC
Alliance Santé Participations S.A.
Stefano Pessina
(Names of Persons Filing Statement)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
931427108
(CUSIP Number of Class of Securities)
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Walgreens Boots Alliance, Inc. 108 Wilmot Road Deerfield, Illinois 60015 (847) 315-3700 Attn: Lanesha Minnix, Executive Vice President and Global Chief Legal Officer |
Blazing Star Parent, LLC Blazing Star Merger Sub, Inc. Sycamore Partners III, L.P. Sycamore Partners III-A, L.P. Sycamore Partners Wing Co-Invest, L.P. Sycamore Partners III GP, L.P. Sycamore Partners III GP, Ltd. Blazing Star CCX Superco, Inc. Blazing Star IA Parent, LLC Blazing Star Shields Superco II, LLC Blazing Star Investors, LLC Blazing Star Boots Superco (Jersey) Limited Blazing Star Retail Blocker Buyer, LLC Blazing Star Office Blocker Buyer, LLC Blazing Star DC Blocker Buyer, LLC Blazing Star Excluded Property Blocker Buyer, LLC 9 West 57th Street, 31st Floor New York, NY 10019 (212) 796-8500 Attn: Stefan Kaluzny |
Alliance Santé Participations S.A. 14, avenue du X Septembre L-2550 Luxembourg Grand Duchy of Luxembourg +352 27 99 01 03 Attn: Simone Retter |
Stefano Pessina 24, boulevard du Ténao 98000 Monaco +377 99 99 60 40 |
(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)
With copies to
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Joshua N. Korff, P.C. Rachael G. Coffey, P.C. Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 (212) 446-4800 |
Brian Wolfe Darren Schweiger Michael Senders Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 (212) 450-10017 |
Jeffrey J. Rosen Gordon S. Moodie Emily F. Huang Debevoise & Plimpton LLP 66 Hudson Boulevard New York, New York 10001 (212) 909-6000 |
Ben Burman Avocat EURL 69, avenue Victor Hugo 75116 Paris, France +33 1 45 02 19 19 |
This statement is filed in connection with (check the appropriate box):
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a. |
☒ | The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. | ||
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b. |
☐ | The filing of a registration statement under the Securities Act of 1933. | ||
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c. |
☐ | A tender offer. | ||
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d. |
☐ | None of the above. | ||
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☒
Check the following box if the filing is a final amendment reporting the results of the transaction: ☐
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of this transaction, passed upon the merits or fairness of this transaction or passed upon the adequacy or accuracy of the disclosure in this transaction statement on Schedule 13E-3. Any representation to the contrary is a criminal offense.
Introduction
This Transaction Statement on Schedule 13E-3 (this Transaction Statement) is being filed with the U.S. Securities and Exchange Commission (the SEC) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the Exchange Act), by (1) Walgreens Boots Alliance, Inc., a Delaware corporation (WBA or the Company); (2) Blazing Star Parent, LLC, a Delaware limited liability company (Parent), (3) Blazing Star Merger Sub, Inc. (Merger Sub), a Delaware corporation, (4) Sycamore Partners III, L.P., a Cayman Islands exempted limited partnership (Sycamore Partners III, L.P.), (5) Sycamore Partners III-A, L.P., a Cayman Islands exempted limited partnership (Sycamore Partners III-A, L.P.), (6) Sycamore Partners Wing Co-Invest, L.P., a Delaware limited partnership (Sycamore Partners Wing Co-Invest, L.P.), (7) Sycamore Partners III GP, L.P., a Cayman limited partnership (Sycamore Partners III GP, L.P.), (8) Sycamore Partners III GP, Ltd., a Cayman limited company (Sycamore Partners III GP, Ltd.), (9) Blazing Star CCX Superco, Inc., a Delaware corporation (Blazing Star CCX Superco, Inc.), (10) Blazing Star IA Parent, LLC, a Delaware limited liability company (Blazing Star IA Parent, LLC), (11) Blazing Star Shields Superco II, LLC, a Delaware limited liability company (Blazing Star Shields Superco II, LLC), (12) Blazing Star Investors, LLC, a Delaware limited liability company (Blazing Star Investors, LLC), (13) Blazing Star Boots Superco (Jersey) Limited, a Jersey private limited company (Blazing Star Boots Superco (Jersey) Limited), (14) Blazing Star Retail Blocker Buyer, LLC, a Delaware limited liability company (Blazing Star Retail Blocker Buyer), (15) Blazing Star Office Blocker Buyer, LLC, a Delaware limited liability company (Blazing Star Office Blocker Buyer), (16) Blazing Star DC Blocker Buyer, LLC, a Delaware limited liability company (Blazing Star DC Blocker Buyer), (17) Blazing Star Excluded Property Blocker Buyer, LLC, a Delaware limited liability company (Blazing Star Excluded Property Blocker Buyer), (18) Alliance Santé Participations S.A., a Luxembourg société anonyme, and (19) Stefano Pessina, a Monégasque citizen (each of (1) through (19) a Filing Person, and collectively, the Filing Persons).
This Transaction Statement relates to the Agreement and Plan of Merger, dated as of March 6, 2025 (as it may be amended from time to time, the Merger Agreement), by and among the Company, Parent, Merger Sub and the other affiliates of Parent named therein, pursuant to which, subject to the terms and conditions set forth therein and among other things, Merger Sub will be merged with and into the Company with the Company surviving such merger as a wholly owned subsidiary of Parent (the Merger).
Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the Effective Time), each share of the Companys common stock, par value $0.01 per share (Company Common Stock) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock that are held by the Company as treasury stock or owned by Parent, Merger Sub or any other affiliate thereof (the Excluded Shares), or any shares of Company Common Stock as to which appraisal rights have been properly exercised in accordance with the General Corporation Law of the state of Delaware (the DGCL) (the Dissenting Shares)) will be automatically converted into the right to receive (a) cash in an amount equal to $11.45, without interest thereon and subject to all applicable withholding (the Per Share Cash Consideration), and (b) one divested asset proceed right (each, a Divested Asset Proceed Right or DAP Right) issued by Parent or one of its affiliates subject to and in accordance with the Divested Asset Proceed Rights Agreement (the Per Share DAP Right Consideration and, collectively with the Per Share Cash Consideration, the Per Share Consideration). Following the completion of the Merger, the shares of Company Common Stock will no longer be publicly traded, and holders of such shares of Company Common Stock that have been converted into the right to receive the Per Share Consideration will cease to have any ownership interest in the Company.
In connection with the entry into the Merger Agreement, Stefano Pessina and Alliance Santé Participations S.A., a Luxembourg société anonyme, who are referred to in this Transaction Statement as the SP Investors, entered into a voting agreement (the Voting Agreement), with the Company and Parent. The shares beneficially owned by the SP Investors represent, in the aggregate, approximately 17% of the outstanding voting power of the Companys capital stock as of March 6, 2025. The SP Investors have agreed, on the terms and subject to the conditions set forth in the Voting Agreement, to vote their shares of the Companys capital stock owned by them: (1) in favor of the adoption of the Merger Agreement and the approval of the Merger and the
other transactions contemplated by the Merger Agreement (the Transactions), and to vote against, among other things, any Acquisition Proposal (as defined in the Merger Agreement) or other proposal made in opposition to or in competition with the Merger Agreement and the Merger. The Voting Agreement will terminate on the earliest to occur of (i) the valid termination of the Merger Agreement in accordance with its terms and (ii) the Effective Time.
Also in connection with the entry into the Merger Agreement, the SP Investors entered into a reinvestment agreement (the Reinvestment Agreement) with Parent, pursuant to which the SP Investors agreed, on the terms and subject to the conditions set forth in the Reinvestment Agreement, to reinvest the aggregate Per Share Cash Consideration received by the SP Investors and an incremental cash investment, in each case, to purchase, immediately following the closing of the Merger, new equity interests in the Topcos (as defined in the Proxy Statement). Immediately following the closing of the transactions contemplated by the Reinvestment Agreement, the proportion of equity at each Topco, held by the SP Investors, on the one hand, and Sycamore and its affiliates, on the other hand, will be the same at each Topco. The Reinvestment Agreement will terminate either (i) upon the mutual written consent of Parent, the SP Investors and the Company or (ii) automatically if the Merger Agreement is terminated in accordance with its terms.
The Companys board of directors (the Board), with Stefano Pessina and John Lederer (the Recused Directors) recused from the deliberations and approval, unanimously (1) determined that it is fair to, and in the best interests of the Company and the Companys stockholders (including the unaffiliated stockholders (as defined below)), and declared it advisable, to enter into the Merger Agreement and certain other transaction documents, in each case, upon the terms and subject to the conditions set forth therein, (2) approved the execution and delivery of the Merger Agreement and certain other transaction documents by the Company, the performance by the Company of its covenants and other obligations thereunder, and the consummation of the Merger upon the terms and subject to the conditions set forth therein, (3) resolved to recommend that the Companys stockholders adopt and approve the Merger Agreement in accordance with the DGCL; and (4) directed that the adoption and approval of the Merger Agreement be submitted for consideration by the Companys stockholders at a meeting thereof.
The approval of the proposal to adopt and approve the Merger Agreement, which we refer to as the Merger Agreement Proposal, requires both the affirmative vote of (a) the holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter at the Special Meeting, which we refer to as the Delaware law vote condition, and (b) the holders of a majority of the outstanding shares of Company Common Stock held by the unaffiliated stockholders cast on such matter at the Special Meeting, which we refer to as the unaffiliated vote condition. The unaffiliated stockholders are the holders of shares of Company Common Stock other than Stefano Pessina, John Lederer, Parent and any of their respective affiliates.
Concurrently with the filing of this Transaction Statement, the Company is filing with the SEC a preliminary proxy statement (the Proxy Statement) under Regulation 14A of the Exchange Act, pursuant to which the Board is soliciting proxies from stockholders of the Company in connection with the Merger. The Proxy Statement is attached hereto as Exhibit (a)(1). A copy of the Merger Agreement is attached to the Proxy Statement as Annex A and is incorporated herein by reference. As of the date hereof, the Proxy Statement is in preliminary form, and is subject to completion or amendment. Terms used but not defined in this Transaction Statement have the meanings assigned to them in the Proxy Statement.
Pursuant to General Instruction F to Schedule 13E-3, the information in the Proxy Statement, including all annexes thereto, is expressly incorporated by reference herein in its entirety, and responses to each item herein are qualified in their entirety by the information contained in the Proxy Statement and the annexes thereto. The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3.
While each of the Filing Persons acknowledges that the Merger is a going private transaction for purposes of Rule 13E-3 under the Exchange Act, the filing of this Transaction Statement shall not be construed as an
admission by any Filing Person, or by any affiliate of a Filing Person, that the Company is controlled by any of the Filing Persons and/or their respective affiliates.
The information concerning the Company contained in, or incorporated by reference into, this Transaction Statement and the Proxy Statement was supplied by the Company. Similarly, all information concerning each other Filing Person contained in, or incorporated by reference into, this Transaction Statement and the Proxy Statement was supplied by such Filing Person. No Filing Person, including the Company, is responsible for the accuracy of any information supplied by any other Filing Person.
| Item 1. |
Summary Term Sheet |
Regulation M-A Item 1001
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers About the Special Meeting and the Merger
| Item 2. |
Subject Company Information |
Regulation M-A Item 1002
(a) Name and address. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Parties to the MergerThe Company
(b) Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Questions and Answers About the Special Meeting and the MergerWho can vote at the Special Meeting?
The Special MeetingRecord Date and Quorum
Other Important Information Regarding the Company
(c) Trading market and price. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
Other Important Information Regarding the CompanyMarket Price of Common Stock and Dividends
(d) Dividends. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
The Merger AgreementCovenants Relating to the Conduct of the Companys Business
Other Important Information Regarding the CompanyMarket Price of Common Stock and Dividends
(e) Prior public offerings. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
Other Important Information Regarding the CompanyPrior Public Offerings
(f) Prior stock purchases. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Other Important Information Regarding the CompanyCertain Transactions in the Shares of Common Stock
| Item 3. |
Identity and Background of Filing Person |
Regulation M-A Item 1003(a) through (c)
(a) (b) Name and Address of Each Filing Person; Business and Background of Entities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term SheetParties to the Merger
Parties to the Merger
Other Important Information Regarding the CompanyDirectors and Executive Officers of the Company
Other Important Information Regarding the Sycamore Entities Where You Can Find More Information
(c) Business and Background of Natural Persons.
Other Important Information Regarding the CompanyDirectors and Executive Officers of the Company
Other Important Information Regarding the Sycamore Entities
| Item 4. |
Terms of the Transaction |
Regulation M-A Item 1004(a) and (c) through (f)
(a) Material terms.
| (1) |
Tender offer. Not applicable. |
| (2) |
(i) (vii) Merger or Similar Transactions. |
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers About the Special Meeting and the Merger
Special FactorsBackground of the Merger
Special FactorsPurpose and Reasons of the Company for the Merger; Recommendation of the Board
Special FactorsPosition of the Sycamore Entities as to the Fairness of the Merger, Purposes and Reasons of the Sycamore Entities of the Merger
Special FactorsOpinions of the Financial Advisors to the Board
Special FactorsCertain Unaudited Prospective Financial Information
Special FactorsCertain Effects of the Merger
Special FactorsInterests of the Executive Officers and Non-Employee Directors of the Company in the Merger
Special FactorsMaterial U.S. Federal Income Tax Consequences of the Merger
Special FactorsEffective Time of the Merger
Special FactorsPayment of Per Share Consideration
Special FactorsAccounting Treatment
The Merger AgreementClosings and Effective Time of the Merger
The Merger AgreementPayment Procedures
The Merger AgreementTreatment of Company Stock Awards and Employee Purchase Plans
The Merger AgreementIndemnification
The Merger AgreementEmployee Benefits Matters
The Merger AgreementProxy Statement; Company Stockholders Meeting; Schedule 13E-3
The Merger AgreementConditions to the Merger
The Voting Agreement
The Special MeetingVote Required
The Merger-Related Compensation Proposal
Annex A: Agreement and Plan of Merger
(c) Different terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers About the Special Meeting and the Merger
Special FactorsCertain Effects of the Merger
Special FactorsInterests of the Executive Officers and Non-Employee Directors of the Company in the Merger
The Merger AgreementPayment Procedures
The Merger AgreementTreatment of Company Stock Awards and Employee Purchase Plans
The Merger AgreementIndemnification
The Merger AgreementEmployee Benefits Matters
The Voting Agreement
The Merger-Related Compensation Proposal
Annex A: Agreement and Plan of Merger
Annex D: Voting Agreement
(d) Appraisal rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Questions and Answers About the Special Meeting and the MergerAm I entitled to rights of appraisal under the DGCL?
Special FactorsAppraisal Rights
The Merger AgreementAppraisal Rights
(e) Provisions for unaffiliated security holders. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
Special FactorsPurpose and Reasons of the Company for the Merger; Recommendation of the Board
Special FactorsProvisions for Unaffiliated Stockholders
(f) Eligibility for listing or trading. Not applicable.
| Item 5. |
Past Contacts, Transactions, Negotiations and Agreements |
Regulation M-A Item 1005(a) through (c) and (e)
(a) Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Special FactorsBackground of the Merger
Special FactorsCertain Effects of the Merger
Special FactorsInterests of the Executive Officers and Non-Employee Directors of the Company in the Merger
Special FactorsFinancing of the Merger
The Merger Agreement
The Divested Asset Proceed Rights Agreement
The Voting Agreement
The Reinvestment Agreement
The Merger-Related Compensation Proposal
Other Important Information Regarding the CompanyCertain Transactions in the Shares of Common Stock
Annex A: Agreement and Plan of Merger
Annex D: Voting Agreement
Annex E: Reinvestment Agreement
(b) (c) Significant corporate events; Negotiations or contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Special FactorsBackground of the Merger
Special FactorsPurpose and Reasons of the Company for the Merger; Recommendation of the Board
Special FactorsPosition of the Sycamore Entities as to the Fairness of the Merger, Purposes and Reasons of the Sycamore Entities for the Merger
Special FactorsInterests of the Directors and the Executive Officers of the Company in the Merger
Special FactorsFinancing of the Merger
The Merger Agreement
The Divested Asset Proceed Rights Agreement
The Voting Agreement
The Reinvestment Agreement
Annex A: Agreement and Plan of Merger
Annex D: Voting Agreement
Annex E: Reinvestment Agreement
(e) Agreements involving the subject companys securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers About the Special Meeting and the Merger
Special FactorsBackground of the Merger
Special FactorsPlans for the Company After the Merger
Special FactorsCertain Effects of the Merger
Special FactorsFinancing of the Merger
The Merger Agreement
The Divested Asset Proceed Rights Agreement
The Voting Agreement
The Reinvestment Agreement
The Special MeetingVote Required
The Merger-Related Compensation Proposal
Other Important Information Regarding the CompanyCertain Transactions in the Shares of Common Stock
Annex A: Agreement and Plan of Merger
Annex D: Voting Agreement
Annex E: Reinvestment Agreement
| Item 6. |
Purposes of the Transaction and Plans or Proposals |
Regulation M-A Item 1006(b) and (c)(1) through (8)
(b) Use of securities acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Special FactorsPlans for the Company After the Merger
Special FactorsCertain Effects of the Merger
Special FactorsCertain Effects of the Merger for Parent
Special FactorsCertain Effects on the Company if the Merger Is Not Completed
Special FactorsFinancing of the Merger
Special FactorsPayment of Per Share Consideration
Special FactorsInterests of the Executive Officers and Non-Employee Directors of the Company in the Merger
The Merger AgreementTreatment of Company Stock Awards and Employee Stock Purchase Plan
The Reinvestment Agreement
Other Important Information Regarding the CompanyMarket Price of Common Stock and Dividends
Delisting and Deregistration of Common Stock
Annex A: Agreement and Plan of Merger
Annex E: Reinvestment Agreement
(c) (1) (8) Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers About the Special Meeting and the Merger
Special FactorsBackground of the Merger
Special FactorsPurpose and Reasons of the Company for the Merger; Recommendation of the Board
Special FactorsPosition of the Sycamore Entities as to the Fairness of the Merger, Purpose and Reasons of the Sycamore Entities for the Merger
Special FactorsPlans for the Company After the Merger
Special FactorsCertain Effects of the Merger
Special FactorsCertain Effects of the Merger for Parent
Special FactorsCertain Effects on the Company if the Merger Is Not Completed
Special FactorsInterests of the Executive Officers and Non-Employee Directors of the Company in the Merger
Special FactorsFinancing of the Merger
The Merger AgreementThe Merger; Directors and Officers The Merger AgreementTreatment of Company Stock Awards and Employee Purchase Plans
The Merger AgreementCovenants Relating to the Conduct of the Companys Business
The Divested Asset Proceed Rights Agreement
The Voting Agreement
The Reinvestment Agreement
Other Important Information Regarding the Company Market Price of Common Stock and Dividends
Other Important Information Regarding the CompanyDirectors and Executive Officers of the Company
Delisting and Deregistration of Common Stock
Annex A: Agreement and Plan of Merger
Annex D: Voting Agreement
Annex E: Reinvestment Agreement
| Item 7. |
Purposes, Alternatives, Reasons and Effects |
Regulation M-A Item 1013
(a) Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers About the Special Meeting and the Merger
Special FactorsBackground of the Merger
Special Factors Purpose and Reasons of the Company for the Merger; Recommendation of the Board
Special FactorsPosition of the Sycamore Entities as to the Fairness of the Merger, Purposes and Reasons of the Sycamore Entities for the Merger
Special FactorsPlans for the Company After the Merger
Special FactorsCertain Effects of the Merger
(b) Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Special FactorsBackground of the Merger
Special FactorsPurpose and Reasons of the Company for the Merger; Recommendation of the Board
Special FactorsPosition of the Sycamore Entities as to the Fairness of the Merger, Purposes and Reasons of the Sycamore Entities for the Merger
Special FactorsOpinions of the Financial Advisors to the Board
(c) Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Special FactorsBackground of the Merger
Special FactorsPurpose and Reasons of the Company for the Merger; Recommendation of the Board
Special FactorsPosition of the Sycamore Entities as to the Fairness of the Merger, Purposes and Reasons of the Sycamore Entities for the Merger
Special FactorsOpinions of the Financial Advisors to the Board
Special FactorsCertain Unaudited Prospective Financial Information
Special FactorsCertain Effects of the Merger
Annex B: Opinion of Centerview
Annex C: Opinion of Morgan Stanley
(d) Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers About the Special Meeting and the Merger
Special FactorsBackground of the Merger
Special FactorsPurpose and Reasons of the Company for the Merger; Recommendation of the Board
Special FactorsPosition of the Sycamore Entities as to the Fairness of the Merger, Purposes and Reasons of the Sycamore Entities for the Merger
Special FactorsOpinions of the Financial Advisors to the Board
Special FactorsPlans for the Company After the Merger
Special FactorsCertain Effects of the Merger
Special FactorsCertain Effects of the Merger for Parent
Special FactorsCertain Effects on the Company if the Merger Is Not Completed
Special FactorsInterests of Directors and Executive Officers of the Company in the Merger
Special FactorsAppraisal Rights
Special FactorsMaterial U.S. Federal Income Tax Consequences of the Merger
Special FactorsAccounting Treatment
Special FactorsFinancing of the Merger
Special FactorsFees and Expenses
Special FactorsPayment of Per Share Consideration
The Merger AgreementThe Merger; Directors and Officers
The Merger AgreementTreatment of Company Stock Awards and Employee Purchase Plans
The Merger AgreementCovenants Relating to the Conduct of the Companys Business
The Merger AgreementIndemnification
The Merger AgreementEmployee Benefits Matters
Other Important Information Regarding the CompanyMarket Price of Common Stock and Dividends
Delisting and Deregistration of Common Stock
Annex A: Agreement and Plan of Merger
Annex B: Opinion of Centerview
Annex C: Opinion of Morgan Stanley
| Item 8. |
Fairness of the Transaction |
Regulation M-A Item 1014
(a) (b) Fairness; Factors considered in determining fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers About the Special Meeting and the Merger
Special FactorsBackground of the Merger
Special FactorsPurpose and Reasons of the Company for the Merger; Recommendation of the Board
Special FactorsPosition of the Sycamore Entities as to the Fairness of the Merger, Purposes and Reasons of the Sycamore Entities for the Merger
Special FactorsOpinions of the Financial Advisors to the Board
Special FactorsSummary of Presentations Provided by Centerview and Morgan Stanley
Special FactorsCertain Effects of the Merger
Special FactorsInterests of Executive Officers and Directors of the Company in the Merger
Annex B: Opinion of Centerview
Annex C: Opinion of Morgan Stanley
(c) Approval of security holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers About the Special Meeting and the Merger
Special FactorsPurpose and Reasons of the Company for the Merger; Recommendation of the Board
Special FactorsPosition of the Sycamore Entities as to the Fairness of the Merger, Purposes and Reasons of the Sycamore Entities for the Merger
The Merger AgreementProxy Statement; Company Stockholders Meeting; Schedule 13E-3
The Merger AgreementConditions to the Merger
The Special Meeting
The Merger Agreement Proposal
Annex A: Agreement and Plan of Merger
(d) Unaffiliated representative. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Special FactorsBackground of the Merger
Special FactorsPurpose and Reasons of the Company for the Merger; Recommendation of the Board
Special FactorsPosition of the Sycamore Entities as to the Fairness of the Merger, Purposes and Reasons of the Sycamore Entities for the Merger
Special FactorsProvisions for Unaffiliated Stockholders
(e) Approval of directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers About the Special Meeting and the Merger
Special FactorsBackground of the Merger
Special FactorsPurpose and Reasons of the Company for the Merger; Recommendation of the Board
Special FactorsPosition of the Sycamore Entities as to the Fairness of the Merger, Purposes and Reasons of the Sycamore Entities for the Merger
Special FactorsOpinions of the Financial Advisors to the Board
Special FactorsInterests of the Executive Officers and Non-Employee Directors of the Company in the Merger
The Merger Agreement Proposal
(f) Other offers. Not applicable.
| Item 9. |
Reports, Opinions, Appraisals and Negotiations |
Regulation M-A Item 1015
(a) (b) Report, opinion or appraisal; Preparer and summary of the report, opinion or appraisal. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers About the Special Meeting and the Merger
Special FactorsBackground of the Merger
Special FactorsPurpose and Reasons of the Company for the Merger; Recommendation of the Board
Special FactorsPosition of the Sycamore Entities as to the Fairness of the Merger, Purposes and Reasons of the Sycamore Entities for the Merger
Special FactorsOpinions of the Financial Advisors to the Board
Special FactorsSummary of Presentations Provided by Centerview and Morgan Stanley
Where You Can Find More Information
Annex B: Opinion of Centerview
Annex C: Opinion of Morgan Stanley
(c) Availability of documents. The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested equity security holder of the Company or representative who has been so designated in writing.
| Item 10. |
Source and Amounts of Funds or Other Consideration |
Regulation M-A Item 1007
(a) (b), (d) Source of funds; Conditions; Borrowed Funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Special FactorsFinancing of the Merger
The Merger AgreementFinancing; Cooperation with Debt Financing
The Reinvestment Agreement
Annex E: Reinvestment Agreement
(c) Expenses. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers About the Special Meeting and the Merger
Special FactorsCertain Effects on the Company if the Merger Is Not Completed
Special FactorsFees and Expenses
The Merger AgreementTermination
The Merger AgreementTermination Fees; Reimbursement of Expenses
| Item 11. |
Interest in Securities of the Subject Company |
Regulation M-A Item 1008
(a) Securities ownership. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
The Voting Agreement
Special FactorsInterests of the Directors and Officers of the Company in the Merger
Other Important Information Regarding the CompanySecurity Ownership of Certain Beneficial Owners and Management
Other Important Information Regarding the Sycamore Entities
Annex D: Voting Agreement
(b) Securities transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Other Important Information Regarding the CompanyPrior Public Offerings
Other Important Information Regarding the CompanyCertain Transactions in the Shares of Common Stock
| Item 12. |
The Solicitation or Recommendation |
Regulation M-A Item 1012(d) and (e)
(d) Intent to tender or vote in a going-private transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers About the Special Meeting and the Merger
Special FactorsPurpose and Reasons of the Company for the Merger; Recommendation of the Board
Special FactorsPosition of the Sycamore Entities as to the Fairness of the Merger, Purposes and Reasons of the Sycamore Entities for the Merger
Special FactorsIntent to Vote in Favor of the Merger
The Voting Agreement
The Special MeetingVote Required
The Special MeetingThe SP Investors Obligation to Vote in Favor of the Merger
Annex A: Agreement and Plan of Merger
Annex D: Voting Agreement
(e) Recommendation of others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers About the Special Meeting and the Merger
Special FactorsBackground of the Merger
Special FactorsPurpose and Reasons of the Company for the Merger; Recommendation of the Board
Special FactorsPosition of the Sycamore Entities as to the Fairness of the Merger, Purposes and Reasons of the Sycamore Entities for the Merger
Special FactorsIntent to Vote in Favor of the Merger
The Merger Agreement Proposal
| Item 13. |
Financial Information |
Regulation M-A Item 1010(a) through (b)
(a) Financial statements. The audited consolidated financial statements of the Company for the fiscal years ended August 31, 2024 and 2023 are incorporated herein by reference to the Companys Annual Report on Form 10-K for the fiscal year ended August 31, 2024, filed on October 15, 2024 (see Item 8Financial Information therein) and the unaudited condensed consolidated financial statements of the Company for the quarterly period ended February 28, 2025, are incorporated herein by reference to the Companys Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2025, filed on April 8, 2025 (see Item 1Condensed Consolidated Financial Statements therein).
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Special FactorsCertain Unaudited Prospective Financial Information
Special FactorsCertain Effects of the Merger
Other Important Information Regarding the CompanyBook Value per Share
Where You Can Find More Information
(b) Pro forma information. Not applicable.
| Item 14. |
Persons/Assets, Retained, Employed, Compensated or Used |
Regulation M-A Item 1009
(a) (b) Solicitations or recommendations; Employees and corporate assets. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers About the Special Meeting and the Merger
Special FactorsBackground of the Merger
Special FactorsPurpose and Reasons of the Company for the Merger; Recommendation of the Board
Special FactorsInterests of the Executive Officers and Non-Employee Directors of the Company in the Merger
Special FactorsFees and Expenses
The Special MeetingSolicitation of Proxies; Payment of Solicitation Expenses
| Item 15. |
Additional Information |
Regulation M-A Item 1011(b) and (c)
(b) Golden Parachute Compensation. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Special FactorsCertain Effects of the Merger
Special FactorsInterests of the Executive Officers and Non-Employee Directors of the Company in the Merger
The Merger AgreementTreatment of Company Stock Awards and Employee Purchase Plans
The Merger-Related Compensation Proposal
Annex A: Agreement and Plan of Merger
(c) Other material information. The information set forth in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.
| Item 16. |
Exhibits |
Regulation M-A Item 1016(a) through (d), (f) and (g)
(a)(1) Preliminary Proxy Statement of Walgreens Boots Alliance, Inc. (the Proxy Statement) (included in the Schedule 14A filed concurrently with the SEC and incorporated herein by reference).
(a)(2) Form of Proxy Card (included in the Proxy Statement and incorporated herein by reference).
(a)(5) Current Report on Form 8-K, dated March 6, 2025 (included in Schedule 14A filed on March 6, 2025 and incorporated herein by reference).
(a)(21) Summit Health and CityMD Follow-Up Memo (included in Schedule 14A filed on March 7, 2025 and incorporated herein by reference).
(a)(22) Village Medical Follow-Up Memo (included in Schedule 14A filed on March 7, 2025 and incorporated herein by reference).
(a)(40) Current Report on Form 8-K, dated March 6, 2025 (included in Schedule 14A filed on March 10, 2025 and incorporated herein by reference).
(b)(1) Real Estate Financing Commitment Letter, dated March 6, 2025, by and among inter alios, Blazing Star Merger Sub, Inc., UBS AG, Stamford Branch, Wells Fargo Bank, National Association.
(b)(2) Preferred Equity Commitment Letter, dated March 6, 2025, by and between Blazing Star Merger Sub, Inc. and GoldenTree Asset Management LP.
(b)(3) Bridge Commitment Letter, dated March 6, 2025, by and among Blazing Star Merger Sub, Inc. and UBS AG, Stamford Branch.
(b)(4) Shields Commitment Letter, dated March 6, 2025, by and among inter alios, Blazing Star Merger Sub, Inc., HPS Investment Partners, LLC, Goldman Sachs Asset Management, L.P. and JPMorgan Chase Bank, N.A.
(b)(5) Amended and Restated International Commitment Letter, dated March 27, 2025, by and among inter alios, Blazing Star Merger Sub, Inc., JP Morgan Chase Bank, N.A., JPMorgan Chase Bank, N.A. London Branch, J.P. Morgan Securities plc, Goldman Sachs Bank USA, UBS AG London Branch, Citibank, N.A. London Branch, Citicorp North America, Inc., Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Wells Fargo Bank, National Association, Wells Fargo Bank, National Association, London Branch, Wells Fargo Securities, LLC, Mizuho Bank, Ltd., PNC Bank, National Association, PNC Financial Services UK Ltd, PNC Capital Markets LLC, Royal Bank of Canada, The Bank of Nova Scotia, The Bank of Nova Scotia, London Branch, CIBC World Markets Corp., Canadian Imperial Bank of Commerce, Citizens Bank, N.A., The Toronto-Dominion Bank, New York Branch, TD Bank, N.A., TD Securities USA (LLC), BNP Paribas, BNP Paribas Securities Corp., Fifth Third Bank, National Association, Truist Bank and U.S. Bank National Association.
(b)(6) Factoring Commitment Letter, dated March 6, 2025, by and between Blazing Star Merger Sub, Inc and Wells Fargo Bank, National Association.
(b)(7) Amended and Restated USR ABL Commitment Letter, dated March 27, 2025, by and among inter alios, Blazing Star Merger Sub, Inc., Wells Fargo Bank, National Association, Citigroup Global Markets Inc., Deutsche Bank AG New York Branch, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A., UBS AG, Stamford Branch, UBS Securities LLC, Mizuho Bank, Ltd., PNC Bank, National
Association, PNC Capital Markets LLC, Royal Bank of Canada, CIBC World Markets Corp., Canadian Imperial Bank of Commerce, Citizens Bank, N.A., Fifth Third Bank, National Association, Fifth Third Securities, Inc., The Bank of Nova Scotia, TD Bank, N.A., Truist Bank, Truist Securities, Inc., U.S. Bank National Association, BNP Paribas, BNP Paribas Securities Corp., Regions Bank, and Regions Capital Markets, A Division of Regions Bank.
(c)(1)* Discussion Materials, dated October 8, 2024, prepared by Centerview for the Board of Directors.
(c)(2)* Discussion Materials, dated October 24, 2024, prepared by Centerview for the Board of Directors.
(c)(3)* Discussion Materials, dated December 4, 2024, prepared by Centerview for the Board of Directors.
(c)(4)* Discussion Materials, dated December 11, 2024, prepared by Centerview for the Transaction Committee of the Board of Directors.
(c)(5)* Discussion Materials, dated December 18, 2024, prepared by Centerview for the Transaction Committee of the Board of Directors.
(c)(6)* Discussion Materials, dated December 23, 2024, prepared by Centerview for the Transaction Committee of the Board of Directors.
(c)(7)* Discussion Materials, dated February 4, 2025, prepared by Centerview for the Transaction Committee of the Board of Directors and the Board of Directors.
(c)(8)* Discussion Materials, dated February 9, 2025, prepared by Centerview for the Board of Directors.
(c)(9)* Discussion Materials, dated February 11, 2025, prepared by Centerview for the Transaction Committee of the Board of Directors.
(c)(10)* Discussion Materials, dated February 13, 2025, prepared by Centerview for the Board of Directors.
(c)(11)* Discussion Materials, dated February 26, 2025, prepared by Centerview for the Transaction Committee of the Board of Directors.
(c)(12)* Discussion Materials, dated February 28, 2025, prepared by Centerview for the Board of Directors.
(c)(13)* Discussion Materials, dated February 28, 2025, prepared by Morgan Stanley for the Board of Directors.
(c)(14)* Discussion Materials, dated March 6, 2025, prepared by Centerview for the Board of Directors.
(c)(15)* Discussion Materials, dated March 6, 2025, prepared by Morgan Stanley for the Board of Directors.
(d)(5) Equity Commitment Letter, dated March 6, 2025, by and among Sycamore Partners III, L.P., Sycamore Partners III-A, L.P., Sycamore Partners Wing Co-Invest, L.P., Blazing Star Parent, LLC, Blazing Star Shields Direct Parent, LLC, and Blazing Star IA Parent, LLC.
(d)(6) Limited Guaranty, dated as of March 6, 2025, by and among Sycamore Partners III, L.P., Sycamore Partners III-A, L.P. and Walgreens Boots Alliance, Inc.
(f) Section 262 of the General Corporation Law of the state of Delaware.
107 Filing Fee Table.
| * |
Certain portions of this exhibit have been redacted and separately filed with the SEC pursuant to a request for confidential treatment. |
SIGNATURES
After due inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: April 14, 2025
| WALGREENS BOOTS ALLIANCE, INC. | ||
| By: | /s/ Tim Wentworth | |
| Name: Tim Wentworth | ||
| Title: Chief Executive Officer | ||
| BLAZING STAR PARENT, LLC | ||
| By: | /s/ Stefan L. Kaluzny | |
| Name: Stefan L. Kaluzny | ||
| Title: President | ||
| BLAZING STAR MERGER SUB, INC. | ||
| By: | /s/ Stefan L. Kaluzny | |
| Name: Stefan L. Kaluzny | ||
| Title: President | ||
| SYCAMORE PARTNERS III, L.P. | ||
|
By: Sycamore Partners III GP, L.P., its general partner |
||
|
By: Sycamore Partners III GP, Ltd., its general partner |
||
| By: | /s/ Stefan L. Kaluzny | |
| Name: Stefan L. Kaluzny | ||
| Title: Director | ||
| SYCAMORE PARTNERS III-1, L.P. | ||
|
By: Sycamore Partners III GP, L.P., its general partner |
||
| By: Sycamore Partners III GP, Ltd., its general partner | ||
| By: | /s/ Stefan L. Kaluzny | |
| Name: Stefan L. Kaluzny | ||
| Title: Director | ||
|
SYCAMORE PARTNERS WING CO-INVEST, L.P. |
||
|
By: Sycamore Partners III GP, L.P., its general partner |
||
|
By: Sycamore Partners III GP, Ltd., its general partner |
||
| By: | /s/ Stefan L. Kaluzny | |
| Name: Stefan L. Kaluzny | ||
| Title: Director | ||
| SYCAMORE PARTNERS III GP, L.P. | ||
|
By: Sycamore Partners III GP, Ltd., its general partner |
||
| By: | /s/ Stefan L. Kaluzny | |
| Name: Stefan L. Kaluzny | ||
| Title: Director | ||
| SYCAMORE PARTNERS III GP, LTD. | ||
| By: | /s/ Stefan L. Kaluzny | |
| Name: Stefan L. Kaluzny | ||
| Title: Director | ||
| BLAZING STAR CCX SUPERCO, INC. | ||
| By: | /s/ Stefan L. Kaluzny | |
| Name: Stefan L. Kaluzny | ||
| Title: President | ||
| BLAZING STAR IA PARENT, LLC | ||
| By: | /s/ Stefan L. Kaluzny | |
| Name: Stefan L. Kaluzny | ||
| Title: President | ||
| BLAZING STAR SHIELDS SUPERCO II, LLC | ||
| By: | /s/ Stefan L. Kaluzny | |
| Name: Stefan L. Kaluzny | ||
| Title: President | ||
| BLAZING STAR INVESTORS, LLC | ||
| By: | /s/ Stefan L. Kaluzny | |
| Name: Stefan L. Kaluzny | ||
| Title: President | ||
|
BLAZING STAR BOOTS SUPERCO (JERSEY) LIMITED |
||
| By: | /s/ Stefan L. Kaluzny | |
| Name: Stefan L. Kaluzny | ||
| Title: President | ||
|
BLAZING STAR RETAIL BLOCKER BUYER, LLC |
||
| By: | /s/ Stefan L. Kaluzny | |
| Name: Stefan L. Kaluzny | ||
| Title: President | ||
|
BLAZING STAR OFFICE BLOCKER BUYER, LLC |
||
| By: | /s/ Stefan L. Kaluzny | |
| Name: Stefan L. Kaluzny | ||
| Title: President | ||
| BLAZING STAR DC BLOCKER BUYER, LLC | ||
| By: | /s/ Stefan L. Kaluzny | |
| Name: Stefan L. Kaluzny | ||
| Title: President | ||
|
BLAZING STAR EXCLUDED PROPERTY BLOCKER BUYER, LLC |
||
| By: | /s/ Stefan L. Kaluzny | |
| Name: Stefan L. Kaluzny | ||
| Title: President | ||
| ALLIANCE SANTÉ PARTICIPATIONS S.A. | ||
| By: | /s/ Simone Retter | |
| Name: Simone Retter | ||
| Title: Président (Chairman) | ||
| By: | /s/ Stefano Pessina | |
| Name: Stefano Pessina | ||
| Title: Administrateur (Director) | ||
| STEFANO PESSINA | ||
| By: | /s/ Stefano Pessina | |
| Name: Stefano Pessina | ||