Blazing Star Merger Sub, Inc. announces final results 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. has announced the final results of its tender offer for Walgreens Boots Alliance (NASDAQ: WBA) notes across multiple series. The tender offer, which expired on August 27, 2025, received significant participation across all note series, with acceptance rates ranging from 85% to 98% of outstanding principal amounts.
The tender offer includes WBA's notes due between 2025 and 2050, with interest rates ranging from 2.125% to 8.125%, and Walgreen Co.'s 4.400% notes due 2042. The settlement is expected on August 28, 2025. This tender offer is conditional upon the closing of WBA's merger with Blazing Star Parent, LLC, where WBA will become a wholly-owned subsidiary of the parent company.
Positive
- None.
Negative
- The tender offer is contingent on merger completion, introducing execution risk
- Not all outstanding notes were tendered, potentially leaving some series partially outstanding
Insights
WBA's acquisition progresses as most bondholders accept tender offer, signaling confidence in the upcoming merger transaction.
The press release reveals substantial progress in Walgreens Boots Alliance's acquisition process, with Blazing Star Merger Sub announcing final results for their tender offer for WBA's outstanding notes. The high acceptance rates across all note series indicate strong bondholder confidence in the transaction. For instance,
This tender offer is a critical step in the merger process announced on March 6, 2025, which will result in WBA becoming a wholly-owned subsidiary of Blazing Star Parent, LLC. The high participation rates are particularly noteworthy given the diverse maturity profiles and coupon rates of the notes involved, ranging from the 2.125% 2026 Notes to the 8.125% 2029 Notes. The willingness of holders across this spectrum to tender suggests they view the offer terms as favorable compared to holding the debt through the ownership transition.
The scheduled settlement date of August 28, 2025, indicates the merger is proceeding on schedule, with the tender offer explicitly conditioned on the "substantially concurrent closing" of the acquisition. This debt restructuring effort is likely aimed at simplifying WBA's capital structure ahead of the ownership change, potentially giving the new owners more flexibility in future financing decisions. The successful tender offer removes a potential obstacle to completing the transaction and suggests the merger is on track for imminent completion.
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 |
ISIN: XS1138359663 | GBP | GBP | |
ISIN: XS1138360166 | EUR | EUR | |
CUSIP: 931427AQ1 ISIN: US931427AQ19 | |||
CUSIP: 931427AW8 ISIN: US931427AW86 | |||
CUSIP: 931427AS7 ISIN: US931427AS74 | |||
CUSIP: 931427AB4 ISIN: US931427AB40 | |||
| CUSIP: 931422AK5 ISIN: US931422AK51 | ||
CUSIP: 931427AC2 ISIN: US931427AC23 | |||
CUSIP: 931427AR9 ISIN: US931427AR91 | |||
CUSIP: 931427AT5 ISIN: US931427AT57 |
(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.
FAQ
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