Blazing Star Merger Sub, Inc. announces extension of the expiration time and settlement date for the previously announced 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
Rhea-AI Summary
Blazing Star Merger Sub has extended the expiration time and settlement date for the previously announced tender offer and consent solicitation for Walgreens Boots Alliance (NASDAQ: WBA) notes. The expiration time has been extended to 5:00 p.m., New York City time, on August 21, 2025, with settlement now scheduled for August 26, 2025.
The tender offer covers multiple series of senior notes with various interest rates and maturities ranging from 2025 to 2050. Significant portions of each note series have already been tendered, with participation rates ranging from 84.7% to 98.1% across different note series. The tender offer is conditional upon the closing of WBA's acquisition by Blazing Star Parent, LLC, where WBA will become a wholly-owned subsidiary.
Positive
- None.
Negative
- Withdrawal deadline has already expired, limiting noteholder flexibility
- Remaining outstanding notes may be subject to redemption or defeasement post-merger
- Complex multi-series tender offer increases execution complexity
Insights
Merger financing for Walgreens acquisition progresses with high bondholder participation; tender offer extended to align with merger closing.
This announcement provides critical insight into the progress of the pending acquisition of Walgreens Boots Alliance. The extension of the tender offer expiration time from August 18 to August 21, 2025, and settlement date to August 26 signals the merger is approaching completion, with the offeror explicitly stating they want the settlement to "coincide with the closing of the Merger."
The high participation rates across all ten series of notes are particularly revealing - investors have tendered between 84-98% of outstanding principal across various maturities and currencies. For the 2046 Notes,
The tender offer targets approximately
The withdrawal deadline has already passed (August 4), meaning bondholders who tendered are now locked in. For any non-tendered notes, the acquiring company has outlined three potential approaches: redemption, defeasance (maintaining payment schedules while eliminating restrictive covenants), or simply leaving them outstanding - giving the acquirer maximum flexibility in post-merger capital structure management.
This announcement effectively confirms the merger is proceeding as planned and provides strong evidence of debt market support for the transaction structure. The high tender rates eliminate uncertainty about potential bondholder resistance that could have complicated the acquisition financing.
The Offeror announced that the previously announced Expiration Time of 11:59 p.m.,
Title of Notes | CUSIP/ISIN(1) | Outstanding Principal Amount | Aggregate Principal |
ISIN: XS1138359663 | GBP | GBP | |
ISIN: XS1138360166 | EUR | EUR | |
CUSIP: 931427AQ1 | |||
CUSIP: 931427AW8 ISIN: | |||
CUSIP: ISIN: US931427AS74 | |||
CUSIP: 931427AB4 | |||
| CUSIP: 931422AK5 | ||
CUSIP: 931427AC2 | |||
CUSIP: 931427AR9 | |||
CUSIP: 931427AT5 |
_________________ | |
(1) | The CUSIP numbers and ISIN numbers referenced in this press release are included solely for the convenience of holders. None of the |
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.
The terms and conditions of the Tender Offer and Consent Solicitation are described 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").
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.
Any Notes not tendered and purchased pursuant to the Tender Offer will remain outstanding. 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 contact@gbsc-usa.com. 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 9sale 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 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.
FAQ
What is the new expiration date for Walgreens Boots Alliance's (WBA) tender offer?
How many WBA notes have been tendered so far in the tender offer?
What happens to WBA notes that are not tendered in the offer?
What are the conditions for completing WBA's tender offer?
Can WBA noteholders still withdraw their tendered notes?
