#United States #New York #Merger #Walgreens #Blazing Star

Early Results of the Tender Offer

Blazing Star Merger Sub, Inc. has recently shared the early results of its ongoing tender offer and consent solicitation for several financial instruments associated with Walgreens Boots Alliance, Inc. This move is significant as it reflects Blazing Star's strategic approach surrounding the acquisition of Walgreens, a company pivotal in the pharmaceutical and retail sectors. This tender offer concerns various senior notes that have attractive interest rates and maturity dates spanning from 2025 to 2050.

As of the early tender deadline on August 4, 2025, Blazing Star has received an impressive amount of validly tendered notes. The breakdown of the different note series includes:

• - 3.600% Notes due 2025: GBP£265,191,000 tendered of GBP£300,000,000 outstanding.
• - 2.125% Notes due 2026: EUR€689,680,000 tendered of EUR€750,000,000 outstanding.
• - 3.450% Notes due 2026: US$1,134,041,000 tendered of US$1,447,286,000 outstanding.
• - 8.125% Notes due 2029: US$716,890,000 tendered of US$750,000,000 outstanding.
• - 3.200% Notes due 2030: US$416,949,000 tendered of US$500,000,000 outstanding.
• - 4.500% Notes due 2034: US$271,340,000 tendered of US$303,296,000 outstanding.
• - 4.400% Notes due 2042 (Walgreen Co.): US$209,751,000 tendered of US$239,422,000 outstanding.
• - 4.800% Notes due 2044: US$623,140,000 tendered of US$659,683,000 outstanding.
• - 4.650% Notes due 2046: US$291,077,000 tendered of US$298,616,000 outstanding.
• - 4.100% Notes due 2050: US$628,051,000 tendered of US$640,372,000 outstanding.

The tender offer and the consents received are essential steps towards completing the merging process of Walgreens Boots Alliance with Blazing Star. These actions are conditioned on the closing of the merger agreement signed on March 6, 2025, which marks a crucial milestone in this strategic acquisition.

Consent Solicitation and Amendments

The offer also includes a consent solicitation from holders of the various note series, allowing for certain proposed amendments to existing indentures. This means that adequate majority in principal amount of each series had to consent for the proposed amendments to become effective, which creates a favorable condition for both Blazing Star and Walgreens in proceeding with this merger.

The tender results, along with the necessary consents, indicate a significant acceptance level, which is crucial for enabling the proposed amendments to proceed. The overall success of this tender offer depends on meeting the necessary conditions, which include achieving the acquisition of Walgreens Boots Alliance under the terms outlined in the merger agreement.

Future Steps and Important Information

The tender offer and consent solicitation will expire on [Insert Expiration Date], with results being finalized on [Insert Settlement Date]. Blazing Star aims to ensure that the settlement date aligns with the closing of the merger.

Blazing Star intends to finance this undertaking through the total consideration derived from the notes that will be accepted in the tender offer. These steps are pivotal as they streamline the overall integration of Walgreens into Blazing Star’s operations and offer long-term benefits to stakeholders.

In summary, the early results of the tender offer reflect strong investor confidence in this merger, highlighting the strategic alignment between Blazing Star and Walgreens that promises enhanced operational efficiency and financial stability post-merger.