Walgreens Boots Alliance (WBA) Company Report

Blazing Star Merger Sub, Inc. extended the expiration time for its cash tender offer and consent solicitation to 5:00 p.m. (New York City time) on August 26, 2025, with the settlement date moved to August 28, 2025.
The withdrawal deadline of 5:00 p.m. on August 4, 2025 remains expired and any notes tendered may not be withdrawn.
The offer covers Walgreens Boots Alliance’s senior notes ranging from 3.600% due 2025 to 4.100% due 2050 and Walgreen Co.’s 4.400% notes due 2042.
The tender offers and consent solicitations are contingent on the substantially concurrent closing of WBA’s acquisition, under the merger agreement dated March 6, 2025.

Aug 21, 2025, 10:40 PM

Press Release

Walgreens Boots Alliance extends tender offer expiration and settlement

WBA

M&A

Takeover Bid

The Offeror extended the Expiration Time for the Tender Offer and Consent Solicitation from 11:59 p.m. on August 18, 2025 to 5:00 p.m. on August 21, 2025.
The Settlement Date has been pushed to August 26, 2025.
The Withdrawal Deadline remains unchanged at 5:00 p.m. on August 4, 2025 and has expired—tendered notes may no longer be withdrawn.
Completion of the Tender Offer and Consent Solicitation is still conditioned upon satisfaction or waiver of merger and general offer conditions in the Merger Agreement.

Aug 18, 2025, 11:04 PM

Press Release

Walgreens Boots Alliance debt tender offer early results and consents

WBA

M&A

Debt Issuance

Tender Offer and Consent Solicitation for nine series of WBA’s senior notes due 2025–2050 and Walgreen Co.’s 4.400% notes due 2042 secured majority tenders and all requisite consents as of the early deadline on August 4, 2025, with participation rates for each series exceeding 83%.
The offers are conditioned on the concurrent closing of the merger under the Merger Agreement dated March 6, 2025, and remain scheduled to expire at 11:59 p.m. on August 18, 2025, with settlement on August 19, 2025; the Offeror plans to extend expiration to align with the merger closing.

Aug 5, 2025, 12:00 PM

Press Release

Walgreens Boots Alliance debt tender offer launched

WBA

M&A

Debt Issuance

Blazing Star Merger Sub, Inc. (the “Offeror”) commenced cash tender offers and consent solicitations for Walgreens Boots Alliance’s nine series of senior notes due 2025–2050 and Walgreen Co.’s 4.400% notes due 2042 in connection with its pending acquisition of WBA.
Valid tenders and consents must be delivered by 5:00 p.m. (NYC) on August 4, 2025 (Early Tender Deadline); the offers expire 11:59 p.m. (NYC) on August 18, 2025, with settlement on August 19, 2025, to coincide with the merger closing.
Holders who tender by the Early Tender Deadline will receive a yield-based Total Consideration inclusive of a $50 early tender payment per $1,000 principal amount, plus accrued interest; late tenders receive only the yield-based consideration.
Completion of the Tender Offer and Consent Solicitation is conditioned on the closing of the March 6, 2025 merger agreement, under which WBA will become a wholly-owned subsidiary of Blazing Star Parent, LLC.

Jul 22, 2025, 11:09 PM

Press Release

Walgreens Boots Alliance approves Sycamore acquisition

WBA

M&A

Proxy Vote Outcomes

Shareholders endorsed the Sycamore Partners-affiliated acquisition, with ~96% of votes cast in favor and ~95% approval from unaffiliated shareholders.
Under the merger terms, WBA shareholders will receive $11.45 per share in cash plus one Divested Asset Proceeds Right for up to $3.00 per share.
The deal is slated to close in Q3 or Q4 2025, subject to customary regulatory approvals.
Upon closing, Walgreens Boots Alliance will become a privately held entity and cease public trading.

Jul 11, 2025, 12:00 AM

8-K

Walgreens Boots Alliance announces merger agreement with Blazing Star Parent

WBA

M&A

Proxy Vote Outcomes

On March 6, 2025, Walgreens Boots Alliance entered into a definitive merger agreement with Blazing Star Parent, LLC, under which WBA will become a wholly owned subsidiary upon closing; a proxy statement was filed on June 6, 2025, and a special stockholder meeting is scheduled for July 11, 2025.
The company amended its proxy statement’s “Special Factors” section to supplement background on confidentiality agreements with Sycamore, management’s three-year standalone financial plan (2025–2027) and extrapolations through 2029, and other deal considerations.
Centerview updated its valuation analyses—including public trading comparables, precedent transaction multiples (5.5x–7.5x LTM EBITDA), and a DCF with discount rates of 9.25%–10.75%—resulting in implied per-share equity value ranges of $4.60–$19.10.
The filing includes updated internal financial projections: February Projections and VMD forecasts, plus prior October and December projections for FY 2025–2029, detailing revenue, adjusted EBITDA, and unlevered free cash flow estimates.

Jul 3, 2025, 12:00 AM

8-K

Walgreens Boots Alliance private equity deal activity slows amid tariff uncertainty

WBA

M&A

Rising interest rates and new tariffs have increased borrowing costs and disrupted private equity dealmaking, pressuring the traditional leveraged buyout model.
In Q1 2025, deal value hit its highest since Q2 2022, driven by Sycamore Partners’ $23.7 billion purchase of Walgreens Boots Alliance and GTCR’s $24.25 billion sale of Worldpay.
In April 2025, tariff uncertainty triggered a 24% drop in deal value and a 22% decline in deal count compared to Q1 monthly averages.
The IPO market for private equity-backed exits effectively shut down in early Q2 2025, reflecting heightened volatility and limited exit opportunities.

Jun 1, 2025, 11:16 PM

Bloomberg

Walgreens Announces Debt Termination and New Receivables Facility

WBA

Debt Issuance

Walgreens Boots Alliance entered into an accounts receivable securitization facility with an initial borrowing capacity of $2.5 billion on April 24, 2025 to fully repay its outstanding senior unsecured term loans (August 2023 DDTL and December 2022 DDTL).
The company terminated all commitments under its $1.0 billion term loan credit agreements due in November 2026 and January 2026, which included the termination of a material definitive agreement.

Apr 25, 2025, 12:00 AM

8-K

Walgreens Boots Alliance Settles Litigation with DOJ and DEA

WBA

Legal Proceedings

The company disclosed on April 18, 2025 that it has entered into a settlement agreement with the DOJ and DEA to resolve litigation related to opioid dispensing rules and controlled substances matters.
Under the terms, Walgreens Boots Alliance will pay $300 million plus interest over six years, with an immediate initial payment of $20 million due within 21 days.
The agreement also provides for a potential additional $50 million contingency payment if free cash flow targets are met or if there is a sale, merger, or asset transfer during the settlement term.

Apr 18, 2025, 12:00 AM

8-K

Walgreens Boots Alliance Reports Q2 2025 Financial Results

WBA

Earnings

M&A

Guidance Update

Loss per share narrowed to $3.30, compared to $6.85 in the same quarter last year, with significant non-cash impairment charges of $4.2 billion and after-tax gains of $1.0 billion impacting results.
Adjusted EPS declined to $0.63 from $1.20 year-over-year, attributed primarily to lower U.S. retail sales and tax-effect adjustments.
Sales increased by 4.1% year-over-year to $38.6 billion (up 4.7% on a constant currency basis), driven by strength in U.S. Retail Pharmacy and International segments.
The company has withdrawn fiscal 2025 guidance in light of the pending transaction with affiliates of Sycamore Partners.

Apr 8, 2025, 12:00 AM

8-K

Earnings Transcripts

Quarterly earnings call transcripts for Walgreens Boots Alliance.

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