Walgreens Boots Alliance (WBA) Reports 20.5M Secondary Common Stock Offering by KKR

November 1, 2016 5:16 PM EDT

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Walgreens Boots Alliance, Inc. (Nasdaq: WBA) today announced that affiliates of Kohlberg Kravis Roberts & Co. L.P. intend to offer for sale in an underwritten secondary offering 20,461,215 shares of the company’s common stock pursuant to the shelf registration statement (File No. 333-209569) filed by the company with the Securities and Exchange Commission (the “SEC”) on 17 February 2016.

In addition, separate and apart from the proposed offering, the selling stockholders and Stefano Pessina, the company’s Executive Vice Chairman and Chief Executive Officer, informed the company that they have entered into an agreement on 31 October 2016, pursuant to which the selling stockholders have agreed to sell 2,000,000 shares of the company’s common stock to an affiliate of Mr. Pessina at the same price as the shares to be sold to the underwriter in the proposed offering, and subject to the completion of the proposed offering.

The company previously issued to the selling stockholders an aggregate of 52,461,215 shares of common stock in connection with the company’s strategic combination with Alliance Boots GmbH (“Alliance Boots”) completed in December 2014. The selling stockholders sold 15,000,000 shares in an underwritten secondary offering on 11 May 2016 and an additional 15,000,000 shares in an underwritten secondary offering on 1 August 2016. Prior to the proposed offering, the selling stockholders owned 22,461,215 shares in the aggregate, representing approximately 2.1 percent of the company’s outstanding shares of common stock, based on the number of shares outstanding as of 30 September 2016. Upon completion of the proposed offering and the separate proposed sale of shares by the selling stockholders to an affiliate of Mr. Pessina, the selling stockholders will no longer own any remaining shares of the company’s common stock previously issued to the selling stockholders in connection with the company’s strategic combination with Alliance Boots. The company is not selling any shares and will not receive any proceeds from the proposed offering.

Goldman, Sachs & Co. will act as the sole underwriter for the offering. The last reported sale price of the company’s common stock on 1 November 2016 was $82.46. The company filed an automatically effective shelf registration statement (including a prospectus) with the SEC for the offering. Before making any investment decision, you should read the prospectus in that registration statement and other documents the company has filed with the SEC for more complete information about the company and this offering.

The company intends to file a further prospectus supplement with respect to this offering. You may obtain these documents for free by visiting EDGAR on the SEC Web site at: www.sec.gov. Copies of the prospectus supplement and accompanying prospectus relating to the offering, when available, also may be obtained by writing or telephoning us at:

Walgreens Boots Alliance, Inc.108 Wilmot RoadDeerfield, IL 60015(847) 315-2922Attention: Investor Relations

Goldman, Sachs & Co. will arrange to send you the prospectus supplement, when available, and the accompanying prospectus relating to the offering if you request them by contacting Goldman, Sachs & Co., Attn: Prospectus Department, 200 West Street, New York, NY 10282, telephone: 212-902-1171, facsimile: 212-902-9316, e-mail: prospectus-ny@ny.email.gs.com.



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