NEW YORK, Aug. 27, 2025 /PRNewswire/ -- Blazing Star Merger Sub, Inc. (the "Offeror" announced today the final results as of 5:00 p.m. (New York City time) on August 27, 2025 (the "Expiration Time"), for the previously announced cash tender offers (each, an "Offer" and, collectively, the "Tender Offer") for any and all of Walgreens Boots Alliance, Inc.'s (NASDAQ: WBA) ("WBA") outstanding (1) 3.600% senior notes due 2025 (the "2025 Notes"), (2) 2.125% senior notes due 2026 (the "2.125% 2026 Notes"), (3) 3.450% notes due 2026 (the "3.450% 2026 Notes"), (4) 8.125% notes due 2029 (the "2029 Notes"), (5) 3.200% notes due 2030 (the "2030 Notes"), (6) 4.500% senior notes due 2034 (the "2034 Notes"), (7) 4.800% senior notes due 2044 (the "2044 Notes"), (8) 4.650% notes due 2046 (the "2046 Notes") and (9) 4.100% notes due 2050 (the "2050 Notes"), and any and all of Walgreen Co.'s (collectively with WBA, the "Company") 4.400% notes due 2042 (the "2042 Notes" and, together with the 2025 Notes, the 2.125% 2026 Notes, 3.450% 2026 Notes, the 2029 Notes, the 2030 Notes, the 2034 Notes, the 2044 Notes, the 2046 Notes, and the 2050 Notes, the "Notes"), and related solicitation of consents (the "Consent Solicitation").
The Tender Offer and Consent Solicitation were made in connection with, and are expressly conditioned upon the substantially concurrent closing of the acquisition of WBA pursuant to the agreement and plan of merger, dated March 6, 2025 (as amended, supplemented, waived or otherwise modified from time to time, the "Merger Agreement"), by and among WBA, Blazing Star Parent, LLC (the "Parent"), the Offeror and the other affiliates of the Parent named therein, which provides that the Offeror will merge with and into WBA (the "Merger"), with WBA surviving the Merger as a wholly-owned subsidiary of Parent.
As of the Expiration Time, according to information provided by Global Bondholder Services Corporation, the depositary and information agent (the "Depositary and Information Agent") for the Tender Offer and Consent Solicitation, the table below outlines the principal amount of the Notes validly tendered and not validly withdrawn as of the Expiration Time. The Tender Offer is expected to settle on August 28, 2025, subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement relating to the Notes, dated as of July 22, 2025 (as amended or supplemented from time to time, the "Offer to Purchase and Consent Solicitation Statement").
Title of Notes
CUSIP/ISIN(1)
Outstanding Principal Amount
Aggregate Principal Amount Tendered
3.600% Notes due 2025
ISIN: XS1138359663
GBP£300,000,000
GBP£266,391,000
2.125% Notes due 2026
ISIN: XS1138360166
EUR€750,000,000
EUR€692,780,000
3.450% Notes due 2026
CUSIP: 931427AQ1
ISIN: US931427AQ19
US$1,447,286,000
US$1,138,346,000
8.125% Notes due 2029
CUSIP: 931427AW8
ISIN: US931427AW86
US$750,000,000
US$719,345,000
3.200% Notes due 2030
CUSIP: 931427AS7
ISIN: US931427AS74
US$500,000,000
US$425,217,000
4.500% Notes due 2034
CUSIP: 931427AB4
ISIN: US931427AB40
US$303,296,000
US$271,893,000
4.400% Notes due 2042
(Walgreen Co.)
CUSIP: 931422AK5
ISIN: US931422AK51
US$239,422,000
US$211,165,000
4.800% Notes due 2044
CUSIP: 931427AC2
ISIN: US931427AC23
US$659,683,000
US$638,970,000
4.650% Notes due 2046
CUSIP: 931427AR9
ISIN: US931427AR91
US$298,616,000
US$291,890,000
4.100% Notes due 2050
CUSIP: 931427AT5
ISIN: US931427AT57
US$640,372,000
US$630,167,000
(1)
The CUSIP numbers and ISIN numbers referenced in this press release are included solely for the convenience of holders. None of the Offeror, the Company, the Trustee (in any of its capacities), the Dealer Manager, the Depositary and Information Agent and their respective affiliates shall be held responsible for the selection or use of the referenced CUSIP numbers and ISIN numbers, and no representation is made as to the correctness of any CUSIP number or ISIN number on the Notes or as indicated in this press release or any other document.
General Information
The Offeror's obligations to complete the Tender Offer and Consent Solicitation are subject to and conditioned upon the following having occurred or having been waived by us with respect to such Offer: (1) the satisfaction of the Merger Condition, and (2) the satisfaction of the General Conditions (each as described in the Offer to Purchase and Consent Solicitation Statement).
Citigroup Global Markets Inc. is the Dealer Manager for the Tender Offer and the Consent Solicitation.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful.
Forward-Looking Statements
This press release and certain statements made from time to time by us, the Company and our and their respective representatives contain or incorporate by reference certain "forward-looking statements" within the meaning of the federal securities laws. All statements other than statements of historical facts are forward-looking statements. In many cases, you can identify forward-looking statements by terms such as "may," "will," "should," "expect," "plan," "anticipate," "could," "intend," "target," "project," "contemplate," "believe," "estimate," "predict," "potential" or "continue" or other similar words. These forward-looking statements are only predictions. These statements relate to future events and involve known and unknown risks, uncertainties and other important factors that may cause the actual outcomes to materially differ from those expressed or implied by these forward-looking statements. New factors could emerge from time to time and it is not possible for us to predict all such factors. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as guarantees of future events. These forward-looking statements speak only as of the date made and are not guarantees of future performance of results. We expressly disclaim any obligation or undertaking to release any updates or revisions to any forward-looking statement contained or incorporated by reference herein to reflect any change in expectations with regard thereto or any change of events, conditions or circumstances on which any such statement was based, except as required by law.
SOURCE Blazing Star Merger Sub, Inc.