Blazing Star Merger Sub, Inc. announces Tender Offer and Consent Solicitation for any and all Walgreens Boots Alliance, Inc.'s 3.600% senior notes due 2025, 2.125% senior notes due 2026, 3.450% notes due 2026, 8.125% notes due 2029, 3.200% Notes due 2030, 4.500% senior notes due 2034, 4.800% senior notes due 2044, 4.650% notes due 2046 and 4.100% Notes due 2050, and any and all of Walgreen Co.'s 4.400% notes due 2042

NEW YORK, July 22, 2025 /PRNewswire/ -- Blazing Star Merger Sub, Inc. (the "Offeror" announced today the commencement of 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").

Concurrently with the Tender Offer, the Offeror is soliciting consents (the "Consent Solicitation") (i) from holders of the 2025 Notes, the 2.125% 2026 Notes, the 2034 Notes and the 2044 Notes to certain proposed amendments to the indenture, dated as of November 18, 2014, by and between WBA and Computershare Trust Company, N.A. as successor to Wells Fargo Bank, National Association, as trustee (the "Trustee") (the "2014 Indenture"); (ii) from holders of the 3.450% 2026 Notes, the 2029 Notes, the 2030 Notes, the 2046 Notes and the 2050 Notes to certain proposed amendments to the indenture, dated as of December 17, 2015, by and between WBA and the Trustee (as supplemented by the First Supplemental Indenture dated as of October 13, 2021, the "2015 Indenture"); and (iii) from holders of the 2042 Notes to certain proposed amendments to the indenture, dated as of July 17, 2008, by and between Walgreen Co. and the Trustee (the "2008 Indenture" and, together with the 2014 Indenture and the 2015 Indenture, the "Indentures") (such proposed amendments are collectively referred to as the "Proposed Amendments" and such consents being solicited are each a "Consent" and collectively, the "Consents"). If the requisite Consents with respect to a series of Notes are received, the Proposed Amendments would amend the applicable Indenture to eliminate or modify certain covenants, events of defaults and defeasance provisions with respect to such series of Notes.

The Tender Offer and Consent Solicitation are being 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.

Upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement relating to the Notes (as it may be amended or supplemented from time to time, the "Offer to Purchase and Consent Solicitation Statement"), the Offeror will pay to each holder who validly tenders (and does not validly withdraw) their Notes and validly delivers (and does not validly revoke) Consents on or prior to 5:00 p.m., New York City time, on August 4, 2025, unless extended or earlier terminated (such date and time, as the same may be extended, the "Early Tender Deadline"), an amount in cash as described below (inclusive of the "Early Tender Payment") on the Settlement Date (as defined below), if such Notes are accepted for purchase. Tendered Notes may be withdrawn any time on or prior to 5:00 p.m., New York City time, on August 4, 2025, but not thereafter. Holders who validly tender their Notes and validly deliver Consents after the Early Tender Deadline but prior to the Expiration Time (as defined below) will be entitled to receive the Tender Offer Consideration on the Settlement Date if such Notes are accepted for purchase. The Tender Offer Consideration is the Total Consideration minus the Early Tender Payment. Holders will also be paid accrued and unpaid interest, if any, on their Notes from the last interest payment date up to, but not including, the Settlement Date for all of their Notes that the Offeror accepts for purchase in the Tender Offer.

The total consideration ("Total Consideration") payable for the Notes validly tendered at or prior to the Early Tender Date will be a price per $1,000 (or €1,000 in the case of the 2.125% 2026 Notes or £1,000 in the case of the 2025 Notes) principal amount calculated in the manner described in the Offer to Purchase and Consent Solicitation Statement (in a manner intended to result in a yield  equal to (subject to any applicable withholding taxes and without interest) the sum of (a) the yield to maturity  of the applicable reference security specified in the table below (the "Reference Security") as determined at 10:00 a.m., New York City time, on August 5, 2025; plus (b) the fixed spread specified in the table below (the "Fixed Spread"); minus the accrued interest from the last interest payment date up to, but not including, the Settlement Date; provided that, with respect to the 2029 Notes, the Total Consideration assumes the 2029 Notes matured at the contractual redemption price of $1,040.63 per $1,000 principal amount as of August 15, 2026.

The Tender Offer and Consent Solicitation are scheduled to expire at 11:59 p.m., New York City time, on August 18, 2025, unless extended or earlier terminated by the Offeror in its sole discretion (the "Expiration Time"). The "Settlement Date" for the Tender Offer will be August 19, 2025, unless extended or earlier terminated. The Offeror intends to extend the Expiration Time, without extending the Withdrawal Deadline (unless required by law), to have the Settlement Date coincide with the closing of the Merger. Other information relating to the Tender Offer is listed in the table below.

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). Each Offer and Consent Solicitation is a separate offer and are not conditioned on any other Offer or Consent Solicitation. There can be no assurance that either of the Tender Offer or Consent Solicitation will be consummated. The Offeror may amend, extend or terminate the Tender Offer and Consent Solicitation, in its sole discretion.

The Offeror intends to fund the Total Consideration (inclusive of the Early Tender Payment) and the Tender Offer Consideration (including, in each case, accrued and unpaid interest), plus all related fees and expenses, using proceeds from the financing transactions to fund the Merger. Notes that are tendered and accepted in the Offer will cease to be outstanding and will be cancelled.

The terms and conditions of the Tender Offer are described in the Offer to Purchase and Consent Solicitation Statement.

Any Notes not tendered and purchased pursuant to the Tender Offer will remain outstanding. If the Consents are received with respect to a series of Notes, and the Proposed Amendments become operative with respect to the Indenture for such series of Notes, then the applicable Notes that are not purchased pursuant to the Tender Offer will be subject to the Proposed Amendments.

To the extent any Notes remain outstanding, the Parent may cause the Company to redeem such Notes after the closing of the Merger and the consummation of the Tender Offer in accordance with the terms of the Indentures as amended by the Proposed Amendments, as applicable. Alternatively, the Parent may cause the Company to defease such Notes, in which case holders of such Notes will continue to receive interest payment on each scheduled interest payment date and principal on the stated maturity date but will not benefit from any restrictive covenants and such Notes will not be subject to any change of control offer in connection with the Merger. Finally, the Parent may leave outstanding any outstanding Notes after the closing of the Merger and the consummation of the Tender Offer. The Parent has the right to make any and all decisions with respect to any outstanding Notes in its sole discretion, subject to compliance with the terms of the agreements governing its indebtedness.

Citigroup Global Markets Inc. has been retained as the Dealer Manager in connection with the Offers and the Consent Solicitation. In their capacity as Dealer Manager, the Dealer Manager may contact holders regarding the Offer and the Consent Solicitation and may request brokers, dealers, commercial banks, trust companies and other nominees to forward this Offer to Purchase and Consent Solicitation Statement and related materials to beneficial owners of Notes. Requests for documents may be directed to Global Bondholder Services Corporation, the Depositary and Information Agent at: +1 (855) 654 2015 or [email protected]. Questions about the Tender Offer and the Consent Solicitation may be directed to Citigroup Global Markets Inc. at (800) 558-3745.

This press release is for informational purposes only. The Tender Offer and Consent Solicitation are being made solely by the Offer to Purchase and Consent Solicitation Statement. 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. The Tender Offer and Consent Solicitation are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Tender Offer or Consent Solicitation to be made by a licensed broker or dealer, the Tender Offer and Consent Solicitation will be deemed to be made on behalf of the Offeror by the Dealer Manager and Solicitation Agent, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

None of the Offeror, the Company, the Trustee (in any of its capacities), the Depositary and Information Agent, the Dealer Manager and Solicitation Agent or any of their respective affiliates makes any recommendation as to whether holders should tender or refrain from tendering their Notes, and no person or entity has been authorized by any of them to make such a recommendation. Holders must make their own decision as to whether to tender Notes and, if so, the principal amount of the Notes to tender.

Forward-Looking Statements

This Offer to Purchase and Consent Solicitation Statement 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.