Walgreens Boots begins tender offer for up to $2.75 billion notes in eight series

By Rebecca Melvin

Concord, N.H., April 9 – Walgreens Boots Alliance, Inc. announced a cash tender offer for up to $2.75 billion of senior notes in eight series, according to a news release.

The notes included in the offer, listed in acceptance priority order, are the:

• $1.5 billion 4.8% notes due 2044 (CUSIP: 931427AC2) with pricing to be based on the 1.625% U.S. Treasury due Nov. 15, 2050 plus 138 basis points;

• $500 million 4.4% notes due 2042 issued by Walgreens Co. (CUSIP: 931422AK5) with pricing to be based on the 1.625% U.S. Treasury due Nov. 15, 2050 plus 130 bps;

• $600 million of 4.65% notes due 2046 (CUSIP: 931427AR9) with pricing to be based on the 1.625% U.S. Treasury due Nov. 15, 2050 plus 138 bps;

• $500 million 4.5% notes due 2034 (CUSIP: 932437AB4) with pricing to be based on the 1.125% U.S. Treasury due Feb. 15, 2031 plus 130 bps;

• $1 billion 4.1% notes due 2050 (CUSIP: 931427AT5), subject to a $200 million tender cap, with pricing to be based on 1.625% U.S. Treasury due Nov. 15, 2050 plus 140 bps;

• $1.2 billion 3.1% notes due 2022 issued by Walgreen Co. (CUSIP: 931422AH2), subject to a $500 million tender cap, with pricing to be based on the 1.5% U.S. Treasury due Sept. 15, 2022 plus 22 bps;

• $2 billion 3.8% notes due 2024 (CUSIP: 931427AHI) with pricing to be based on the 0.25% U.S. Treasury due March 15, 2024 plus 44 bps; and

• $1.9 billion 3.45% notes due 2026 (CUSIP: 931427AQ1) with pricing to be based on the 0.75% U.S. Treasury due March 31, 2026 plus 48 bps.

The offer will expire at midnight ET on May 7 and will be priced at 10 a.m. ET on April 23.

Holders tendering their notes prior to the 5 p.m. ET early tender deadline on April 22 will receive the total consideration including a $30 per $1,000 bond early tender premium.

Early settlement is expected on April 26.

Final settlement is expected on May 11.

Wells Fargo Securities (866 309-6316 or 704 410-4759), BofA Securities (980 387-3907), HSBC (888 HSBC-4LM or 212 525-5552) and J.P. Morgan at (917 721-9052 or 866 834-4666) are acting as dealer managers.

Global Bondholder Services Corp. (212 430-3774; 866 470-3800; contact@gbsc-usa.com or https://www.gbsc-usa.com/walgreens/) is acting as information and tender agent.

Walgreens is a Deerfield, Ill.-based drugstore chain.

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