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, Inc. announced an extension of the expiration time and settlement date for the previously announced tender offer and consent solicitation related to Walgreens Boots Alliance (NASDAQ: WBA) notes. The expiration time has been extended from August 21, 2025, to 5:00 p.m., New York City time, on August 26, 2025, with settlement now scheduled for August 28, 2025.

The tender offer covers multiple series of senior notes with various interest rates and maturities ranging from 2025 to 2050. Significant participation has been observed across all note series, with high tender rates including 89% of the 2029 Notes and 98% of the 2046 Notes. The tender offer is conditional upon the closing of WBA's merger with Blazing Star Parent, LLC, where WBA will become a wholly-owned subsidiary.

Positive

• High participation rates across all note series, indicating strong holder support
• Extension provides additional time for remaining noteholders to participate
• Settlement date aligned with merger closing, ensuring coordinated transaction execution

Negative

• Withdrawal deadline of August 4, 2025, has expired - tendered notes cannot be withdrawn
• Completion remains subject to merger closing conditions
• Parent company retains right to redeem or defease any remaining outstanding notes post-merger

Insights

Fixed Income Analyst

Blazing Star extends tender deadline for WBA's notes as part of pending acquisition, with high participation rates indicating strong bondholder support.

The extension of the tender offer deadline from August 21 to August 26, 2025, represents a procedural adjustment to align the settlement date (now August 28) with the closing of Blazing Star's acquisition of Walgreens Boots Alliance. This is a standard transaction modification rather than a sign of problems with the tender process.

The current tender participation rates are remarkably strong, with acceptance levels ranging from approximately 85-98% across WBA's ten different note series. For instance, the 2029 Notes show approximately 96% participation (US$718.7M of US$750M outstanding) and the 2050 Notes show 98% participation (US$629.9M of US$640.4M outstanding). These high acceptance rates indicate bondholders are broadly satisfied with the terms being offered.

This tender offer is part of Blazing Star's broader acquisition strategy following the March 6, 2025 merger agreement. The transaction structure gives Blazing Star flexibility with any non-tendered notes - they could redeem remaining notes, defease them (essentially pre-funding future payments), or simply leave them outstanding with potentially modified covenants if the consent solicitation succeeds.

The extended deadline maintains the same August 4 withdrawal deadline that has already passed, meaning bondholders who have tendered cannot withdraw their notes. This creates additional certainty for Blazing Star regarding the final tender amounts as they approach the merger closing.

NEW YORK, Aug. 21, 2025 /PRNewswire/ -- Blazing Star Merger Sub, Inc. (the "Offeror" announced today the extension of the Expiration Time and the Settlement Date (as defined below) for (A) 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 (B) the previously announced solicitation of 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").

The Offeror announced that the previously announced Expiration Time of 5:00 p.m., New York City time, on August 21, 2025, has been extended with respect to all holders of Notes to 5:00 p.m., New York City time, on August 26, 2025, unless extended or earlier terminated by the Offeror in its sole discretion (the "Expiration Time"), and the Settlement Date (as defined in the Offer to Purchase and Consent Solicitation Statement), has been extended to August 28, 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. The Withdrawal Deadline of 5:00 p.m., New York City time, on August 4, 2025 (the "Withdrawal Deadline"), is not extended and has already expired and any Notes tendered may not be withdrawn. The table below outlines the approximate principal amount of the Notes validly tendered and not validly withdrawn as of the date hereof.

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€692,680,000
3.450% Notes due 2026	CUSIP: 931427AQ1 ISIN: US931427AQ19	US$1,447,286,000	US$1,137,843,000
8.125% Notes due 2029	CUSIP: 931427AW8 ISIN: US931427AW86	US$750,000,000	US$718,755,000
3.200% Notes due 2030	CUSIP:  931427AS7 ISIN: US931427AS74	US$500,000,000	US$423,934,000
4.500% Notes due 2034	CUSIP: 931427AB4 ISIN: US931427AB40	US$303,296,000	US$271,883,000
4.400% Notes due 2042 (Walgreen Co.)	CUSIP: 931422AK5 ISIN: US931422AK51	US$239,422,000	US$211,058,000
4.800% Notes due 2044	CUSIP: 931427AC2 ISIN: US931427AC23	US$659,683,000	US$638,724,000
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$629,876,000

(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. 

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 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 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?

The tender offer expiration time has been extended to 5:00 p.m., New York City time, on August 26, 2025, with settlement scheduled for August 28, 2025.

How many series of WBA notes are included in the tender offer?

The tender offer includes 10 different series of notes with maturities ranging from 2025 to 2050, including both Walgreens Boots Alliance and Walgreen Co. notes.

What percentage of WBA's 2029 Notes have been tendered?

Of the US$750,000,000 outstanding 8.125% Notes due 2029, US$718,755,000 or approximately 95.8% have been tendered.

Can investors still withdraw their tendered WBA notes?

No, the withdrawal deadline expired on August 4, 2025, and any notes tendered may not be withdrawn.

What happens to WBA notes that are not tendered in the offer?

Untendered notes may be redeemed or defeased after the merger closing, or left outstanding, at the Parent company's discretion and subject to compliance with debt agreements.