#USA #New York #Walgreens #bonds #Blazing Star

Overview of the Tender Offer

Blazing Star Merger Sub, Inc. has recently announced a significant financial maneuver involving the tender offer for senior notes issued by Walgreens Boots Alliance, Inc. (NASDAQ: WBA). This includes a variety of notes with different maturity dates: the 3.600% senior notes due in 2025, the 2.125% senior notes due in 2026, and several others extending to the 2050 maturity date.

Details of the Offer

The tender offer is aimed at all outstanding notes, specifying that holders of these notes can sell them back to Blazing Star Merger Sub, in exchange for cash. The offer encompasses multiple notes, including:

• - 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
• - 4.100% notes due 2050
• - 4.400% notes issued by Walgreen Co. due 2042

Alongside this tender offer, Blazing Star Merger Sub will also solicit consents from the noteholders for proposed amendments to the indentures governing these notes. Each series of notes will require consent for different indentures that were established in prior years, including those from 2014, 2015, and 2008.

Purpose of the Tender Offer

This tender offer and consent solicitation are closely tied to the anticipated acquisition of Walgreens Boots Alliance under a merger agreement established on March 6, 2025. Under this agreement, Blazing Star Merger Sub is set to merge with Walgreens, with Walgreens continuing as a wholly-owned subsidiary of the parent company. For the transaction to proceed smoothly, the receipt of adequate consents is deemed crucial, potentially affecting multiple covenants and default provisions in the respective indentures.

Tender Offer Mechanics

The submitted offers from noteholders will be evaluated based on their timing. The early tender deadline is set for 5:00 PM New York City time on August 4, 2025, while the overall time limit for submitting offers will expire at 11:59 PM on August 18, 2025. Successful noteholders will receive cash payments, which will include not only the principal amount of the notes they tender but also accrued and unpaid interest up to their designated settlement date.

Financial Considerations

The determination of the total consideration for each tendered note will be based on a specific yield calculation. This includes fixed spreads and applicable reference securities, ensuring that the process is transparent and follows prescribed methodologies.

Conclusion

Blazing Star Merger Sub's tender offer represents a complex financial strategy aimed at reshaping its investment in Walgreens. The successful execution of this plan relies heavily on engaging current noteholders and facilitating their participation in this significant corporate development. With the backdrop of a substantial merger, this tender offer will likely play a pivotal role in the financialing and structuring of Walgreens' future.

Contact Information

For further inquiries regarding the tender offer, potential participants may reach out to Citigroup Global Markets Inc., which is designated as the Dealer Manager for this offer.