Walgreens Boots Alliance in Sales of AmerisourceBergen Shares for $1.85 Billion of Initial Proceeds

Cleary Gottlieb represented Walgreens Boots Alliance (WBA) in the sale of shares of AmerisourceBergen Corporation (ABC) pursuant to prepaid variable share forward transactions executed through a registered public offering for initial proceeds of approximately $1.6 billion, along with a concurrent share repurchase by ABC of approximately $250 million.

The prepaid variable share forward transactions are scheduled to settle at two maturities, the first starting in the first quarter of fiscal year 2026 and the second starting in the third quarter of fiscal year 2026, at which time WBA intends to deliver 10.5 million shares of ABC common stock in the aggregate to the counterparties to the transactions and may receive additional proceeds up to $517 million depending on the stock price at the time.

The transaction launched on August 3, 2023, and closed on August 8, 2023. Proceeds to WBA will be used primarily for debt paydown and general corporate purposes.

WBA is a global leader in retail and wholesale pharmacy, with over 100 years of trusted health care heritage and innovation in community pharmacy and pharmaceutical wholesaling. Including equity method investments, WBA has a presence in nine countries, employs more than 325,000 people, and has approximately 13,000 stores.

ABC provides pharmaceutical products, value-driving services, and business solutions that improve access to care. Tens of thousands of health care providers, veterinary practices, and livestock producers trust ABC as their partner in the pharmaceutical supply chain.

For more information, please see the press release here.