SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 18, 2019

 

 

WALGREENS BOOTS ALLIANCE, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36759   47-1758322

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

  (IRS Employer
Identification Number)
108 Wilmot Road, Deerfield, Illinois   60015
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (847) 315-2500

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $0.01 par value   WBA   The Nasdaq Stock Market LLC
2.875% Walgreens Boots Alliance, Inc. notes due 2020   WBA20   The Nasdaq Stock Market LLC
3.600% Walgreens Boots Alliance, Inc. notes due 2025   WBA25   The Nasdaq Stock Market LLC
2.125% Walgreens Boots Alliance, Inc. notes due 2026   WBA26   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 1.01

Entry Into a Material Definitive Agreement.

Extension Agreement to 364-Day Revolving Credit Agreement

As previously disclosed, on January 18, 2019, Walgreens Boots Alliance, Inc. (the “Company”) entered into a 364-day revolving credit agreement (the “Credit Agreement”) with the lenders from time to time party thereto and Mizuho Bank, Ltd. (“Mizuho”), as administrative agent.

On December 18, 2019, the Company entered into an Extension Agreement (the “Extension Agreement”) relating to the Credit Agreement with the lenders party thereto and Mizuho, as administrative agent. The Extension Agreement extends the Maturity Date (as defined in the Credit Agreement) for an additional period of 364 days to January 28, 2021. Such extension shall become effective on January 30, 2020, subject to the Company satisfying certain customary conditions set forth in the Extension Agreement. The Extension Agreement makes no changes to significant terms of the Credit Agreement other than to extend the Maturity Date. The total commitments under the Credit Agreement remain $2 billion.

The foregoing description of the Extension Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Extension Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

The lenders under the Credit Agreement (as extended by the Extension Agreement) and/or their affiliates have in the past performed, and may in the future from time to time perform, investment banking, financial advisory, lending and/or commercial banking services, or other services for the Company and its subsidiaries, for which they have received, and may in the future receive, customary compensation and expense reimbursement.

 

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off–Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibit

 

Exhibit

  

Description

10.1    Extension Agreement, dated as of December 18, 2019, by and among Walgreens Boots Alliance, Inc., the lenders party thereto and Mizuho Bank, Ltd., as administrative agent.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    WALGREENS BOOTS ALLIANCE, INC.
Date: December 18, 2019     By:  

/s/ Joseph B. Amsbary, Jr.

    Title:   Vice President and Corporate Secretary

Exhibit 10.1

December 18, 2019

Mizuho Bank, Ltd.,

as Administrative Agent

under the Credit Agreement

referred to below

Extension Agreement

Ladies and Gentlemen:

The undersigned hereby agrees to extend the Maturity Date under the 364-Day Revolving Credit Agreement dated as of January 18, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”) among Walgreens Boots Alliance, Inc., a Delaware corporation (the “Borrower”), Mizuho Bank, Ltd. (“Mizuho”), as administrative agent, and certain other parties thereto for an additional period of 364 days to January 28, 2021, which extension shall become effective on January 30, 2020 (the “Extension Effective Date”), subject to (a) on or prior to the Extension Effective Date (i) execution and delivery of counterparts to this Extension Agreement by all Lenders consenting to the Maturity Date Extension described herein, which consenting Lenders shall constitute Required Lenders under the Credit Agreement, and (ii) prepayment of all amounts (if any) required to be paid or prepaid pursuant to Section 2.02(a) and (c) of the Credit Agreement, (b) delivery to the Administrative Agent of a certificate dated as of the Extension Effective Date signed by an Authorized Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension and (ii) certifying as to the matters set forth in Section 2.02(d) of the Credit Agreement and (c) payment of all fees, costs and expenses due and payable to the Administrative Agent, for itself and on behalf of the Lenders, or its counsel on the Extension Effective Date (including pursuant to any fee letter executed and delivered, or required to be executed and delivered, in connection with the Credit Agreement or the extension). Capitalized terms defined in the Credit Agreement are used herein with the same meaning.

Except to the extent hereby modified, the Credit Agreement and each of the Loan Documents remain in full force and effect and are hereby ratified and affirmed. Except as expressly provided herein, this Extension Agreement shall not be deemed (a) to be a consent granted pursuant to, or a waiver or modification of, any term or condition of the Credit Agreement or any of the instruments or agreements referred to therein or (b) to prejudice any right or rights which the Administrative Agent or the Lenders may now have or have in the future under or in connection with the Credit Agreement or any of the instruments or agreements referred to therein. Unless the context indicates otherwise, on and after the Extension Effective Date, whenever the Credit Agreement is referred to in the Credit Agreement, the other Loan Documents or any of the instruments, agreements or other documents or papers executed or delivered in connection therewith, such

reference shall be deemed to mean the Credit Agreement as amended by this Extension Agreement.

This Extension Agreement shall be deemed to be a Loan Document for all purposes under the Credit Agreement. This Extension Agreement shall be construed in accordance with and governed by the laws of the State of New York. This Extension Agreement may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which shall be an original and all of which, when taken together, shall constitute but one and the same instrument. A facsimile or .pdf copy of a counterpart signature page shall serve as the functional equivalent of a manually executed copy for all purposes.

[Signature Pages Follow]

MIZUHO BANK, LTD.,
as the Administrative Agent and as a Lender
By:   /s/Tracy Rahn
  Name:   Tracy Rahn
  Title:   Authorized Signatory

 

[Signature Page to Extension Agreement]

Bank of America, N.A.,
as a Lender
By:   /s/J. Casey Cosgrove
  Name:   J. Casey Cosgrove
  Title:   Director

 

[Signature Page to Extension Agreement]

HSBC Bank USA, N.A
as a Lender
By:   /s/James Smith
  Name:   James Smith
  Title:   Vice President

 

[Signature Page to Extension Agreement]

Intesa Sanpaolo S.p.A – New York Branch
as a Lender
By:   /s/Alessandro Toigo
  Name:   Alessandro Toigo
  Title:   Head of Corporate Desk
By:   /s/William Denton
  Name:   William Denton
  Title:   Global Relationship Manager

 

[Signature Page to Extension Agreement]

MUFG BANK, LTD.,
as a Lender
By:   /s/Steve Aronowitz
  Name:   Steve Aronowitz
  Title:   Managing Director

 

[Signature Page to Extension Agreement]

UniCredit Bank AG, New York Branch
as a Lender
By:   /s/Luca Balestra
  Name:   Luca Balestra
  Title:   Managing Director
By:   /s/Laura Shelmerdine
  Name:   Laura Shelmerdine
  Title:   Associate Director

 

[Signature Page to Extension Agreement]

JPMORGAN CHASE BANK, N.A
as a Lender
By:   /s/Stephen Lescher
  Name:   Stephen Lescher
  Title:   Vice President

 

[Signature Page to Extension Agreement]

U. S. BANK NATIONAL ASSOCIATION,
as a Lender
By:   /s/Conan Schleicher
    Conan Schleicher
    Senior Vice President

 

[Signature Page to Extension Agreement]

National Westminster Bank Plc,
as a Lender
By:   /s/Michael Collins
  Name:   Michael Collins
  Title:   Director

 

[Signature Page to Extension Agreement]

The Toronto-Dominion Bank, New York
Branch,
as a Lender
By:   /s/Peter Kuo
  Name:   Peter Kuo
  Title:   Authorized Signatory

 

[Signature Page to Extension Agreement]

Agreed and accepted as of

the date first above written:

 

WALGREENS BOOTS ALLIANCE, INC.
as the Borrower
By:   /s/Aidan Clare
  Name:   Aidan Clare
  Title:   Senior Vice President and
  Global Treasurer
By:   /s/John Devlin
  Name:   John Devlin
  Title:   Vice President, Global Treasury

 

[Signature Page to Extension Agreement]