Walgreens Boots Alliance, Inc.: M&A transaction — Sycamore Partners completes $8.25B acquisition of Walgreens Boots Alliance; stock delisted

Walgreens Boots Alliance, Inc.

Shareholders receive $11.45 per share cash plus one contingent right for up to $3.00 from future VillageMD monetization.
WBA common stock and listed notes ceased trading on Nasdaq; company will file Form 15 to end SEC reporting.
Stefano Pessina reinvested 100% of his WBA interests; remains on board alongside Sycamore's Stefan Kaluzny and Kevin Burke.
Mike Motz appointed CEO of Walgreen Co., replacing Tim Wentworth; Walgreens operates as standalone private company.
Outstanding credit facilities terminated; tender offer for multiple series of notes completed with amendments to indentures.

item 1.01 item 1.02 item 2.01 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Walgreens Boots Alliance, Inc.: Bylaws amended and restated upon merger consummation (effective 2025-08-28).

Change: bylaw amendment
Effective: 2025-08-28

Exact text from the filing

Effective upon consummation of the Merger, the bylaws of the Company, as in effect immediately prior to the Merger, were amended and restated to be in the form of the bylaws attached as Exhibit 3.2 hereto, which is incorporated herein by reference.

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Walgreens Boots Alliance, Inc.: Certificate of incorporation amended and restated upon merger consummation (effective 2025-08-28).

Change: charter amendment
Effective: 2025-08-28

Exact text from the filing

Effective upon consummation of the Merger, the certificate of incorporation of the Company, as in effect immediately prior to the Merger, was amended and restated to be in the form of the certificate of incorporation attached as Exhibit 3.1 hereto, which is incorporated herein by reference.

View on SEC.gov

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.99

Walgreens Boots Alliance, Inc. underwent a change of control involving Blazing Star Parent, LLC (affiliate of Sycamore Partners Management, L.P.) for cash consideration of approximately $8.25 billion; plus contingent Divested Asset Proceed Rights entitling holders to receive up to $3.00 per right from 70% of (closed 2025-08-28).

Action: change of control
Counterparty: Blazing Star Parent, LLC (affiliate of Sycamore Partners Management, L.P.)
Consideration: cash consideration of approximately $8.25 billion; plus contingent Divested Asset Proceed Rights entitling holders to receive up to $3.00 per right from 70% of
Closing: 2025-08-28

Exact text from the filing

Stock (as defined below), in accordance with the terms and conditions of the Merger Agreement. Each Divested Asset Proceed Right entitles its holder to receive its share of 70% of the net proceeds from any monetization of the Company’s equity or debt interests in Village Practice Management Company Holdings, LLC and its subsidiaries (the “Divested

View on SEC.gov

Browse all governance changes →

Source: SEC EDGAR

accession 0001193125-25-190603

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.