Walgreens Boots Alliance, Inc.: M&A transaction — VillageMD completes $6.9B Summit Health-CityMD buy; WBA and Cigna invest $4.47B

Walgreens Boots Alliance, Inc.

VillageMD paid $6.9B total: $4.85B cash, $1.9B debt payoff, plus $100M deferred cash.
Walgreens invested $1.97B and Cigna $2.5B for preferred units in VillageMD.
Walgreens retains ~53% beneficial ownership of VillageMD on fully diluted basis.
Walgreens provided $2.25B credit facility to VillageMD ($1.75B term loan, $500M revolver).
Summit Health-CityMD acquisition closed Jan 3, 2023; VillageMD became parent entity.

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Walgreens Boots Alliance, Inc. completed an acquisition involving Summit Health-CityMD for $6.9 billion (closed 2023-01-03).

Action: acquisition
Counterparty: Summit Health-CityMD
Consideration: $6.9 billion
Closing: 2023-01-03

Exact text from the filing

in its capacity as representative and agent of the former equityholders of Summit Health-CityMD. Upon the consummation of the Summit Health-CityMD Acquisition, VillageMD paid $6.9 billion of the aggregate consideration therefor, consisting of $4.85 billion in cash and the remainder in Class E-3 Preferred Units of VillageMD allocated among Summit Health-CityMD

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Walgreens Boots Alliance, Inc. amended Second Amendment to Agreement and Plan of Merger with Village Practice Management, Merger Sub, Summit Health-CityMD (effective 2023-01-03).

Action: amendment
Agreement: merger
Counterparty: Village Practice Management, Merger Sub, Summit Health-CityMD
Effective: 2023-01-03

Exact text from the filing

On January 3, 2023, in connection with the consummation of the VillageMD Restructuring, VillageMD entered into a Second Amendment to Agreement and Plan of Merger (the “Second Merger Agreement Amendment”) by and among VillageMD, Village Practice Management, Merger Sub and Summit Health-CityMD.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Walgreens Boots Alliance, Inc. amended A&R LLCA with VillageMD and its members including Walgreens and certain other subsidiaries of the Company (effective 2023-01-03).

Action: amendment
Counterparty: VillageMD and its members including Walgreens and certain other subsidiaries of the Company
Effective: 2023-01-03

Exact text from the filing

On January 3, 2023, in connection with the consummation of the VillageMD Restructuring, the Summit Health-CityMD Acquisition and the VillageMD Investments, VillageMD and its members, including Walgreens and certain other subsidiaries of the Company, amended and restated in its entirety the existing limited liability company agreement of VillageMD (such amendment and restatement, the “A&R LLCA”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Walgreens Boots Alliance, Inc. amended Unit Purchase Agreement with Walgreens, Cigna Health & Life Insurance Company, Village Practice Management, and certain members (effective 2023-01-03).

Action: amendment
Agreement: equity purchase
Counterparty: Walgreens, Cigna Health & Life Insurance Company, Village Practice Management, and certain members
Effective: 2023-01-03

Exact text from the filing

On January 3, 2023, in connection with the consummation of the VillageMD Restructuring, the Company and VillageMD entered into the Unit Purchase Agreement.

View on SEC.gov

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Source: SEC EDGAR

accession 0001193125-23-001940

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