Amendment: SEC Form SC 13E3/A filed by Walgreens Boots Alliance Inc.
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
(Amendment No. 2)
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 Sante Participations Ltd.
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)
| 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 Sante Participations Ltd. 3rd Floor, Citrus Grove 106 Goring Avenue George Town, PO Box 10085 Grand Cayman, KY1-1001 Cayman Islands (345) 747-2739 Attn: Simone Retter |
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
| 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):
| 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. | ||
| b. |
☐ | The filing of a registration statement under the Securities Act of 1933. | ||
| c. |
☐ | A tender offer. | ||
| 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 Amendment No. 2 to the Transaction Statement on Schedule 13E-3 (as amended, 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 Sante Participations Ltd., a Cayman Islands exempted company (“ASP Cayman”), (19) Alliance Santé Participations S.A., a Luxembourg société anonyme (“ASP”), and (20) Stefano Pessina, a Monégasque citizen (“Pessina”) (each of (1) through (20) 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 Company’s 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, Pessina and ASP entered into a voting agreement (the “Voting Agreement”), with the Company and Parent. On April 27, 2025, in connection with the sale and transfer by Pessina and ASP of all the shares of Company Common Stock held of record by them to ASP
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Cayman (the “SP Investors Restructuring”), ASP Cayman was joined as a party to the Voting Agreement (Pessina, ASP and ASP Cayman are referred to in this Transaction Statement as the “SP Investors”). The shares beneficially owned by the SP Investors represent, in the aggregate, approximately 17% of the outstanding voting power of the Company’s capital stock as of May 14, 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 Company’s 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, Pessina and ASP entered into a reinvestment agreement (the “Reinvestment Agreement”) with Parent, which ASP Cayman joined on April 27, 2025 in connection with the SP Investors Restructuring. Pursuant to the Reinvestment Agreement, the SP Investors have 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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.
The Company previously filed with the SEC an Amendment No. 1 to its preliminary proxy statement (as amended, 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.
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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.
Except as otherwise set forth herein, the information set forth in the Transaction Statement remains unchanged and is incorporated by reference into this Amendment No. 2.
| Item 16. | Exhibits |
Regulation M-A Item 1016(a) through (d), (f) and (g)
(a)(3) Letter to WBA Stockholders (included in the Proxy Statement and incorporated herein by reference).
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(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
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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.
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(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. |
| + | Previously filed with the Transaction Statement on Schedule 13E-3 filed with the SEC on April 14, 2025. |
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SIGNATURES
After due inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 5, 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-A, 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 | ||
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| 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 | ||
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| 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 SANTE PARTICIPATIONS LTD. | ||
| By: | /s/ Stefano Pessina | |
| Name: Stefano Pessina | ||
| Title: Director | ||
| By: | /s/ Ben Burman | |
| Name: Ben Burman | ||
| Title: Director | ||
| 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 | ||
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