Walgreens Boots Alliance in Sales of Cencora Shares for $674 Million of Initial Proceeds

Cleary Gottlieb represented Walgreens Boots Alliance (WBA) in the sale of shares of Cencora Inc. (Cencora) pursuant to variable prepaid forward transactions executed in reliance on Rule 144 for current proceeds of approximately $424 million, along with a concurrent share repurchase by Cencora of approximately $250 million.

The variable prepaid forward contracts are scheduled to settle starting in the fourth quarter of fiscal year 2026, at which time WBA intends to deliver 2.7 million shares of Cencora common stock in the aggregate to the counterparties to the contracts and may receive additional proceeds up to approximately $137 million depending on the stock price at the time.

The transaction launched on November 9, 2023, and closed on November 14, 2023. Proceeds to WBA will be used primarily for debt paydown and general corporate purposes.

WBA is an integrated health care, pharmacy, and retail leader serving millions of customers and patients every day, with a 170-year heritage of caring for communities. WBA employs approximately 330,000 people and has a presence in eight countries through its portfolio of consumer brands: Walgreens, Boots, Duane Reade, the No7 Beauty Company, and Benavides in Mexico. Additionally, WBA has a portfolio of health care-focused investments located in several countries, including China and the U.S.

Cencora provides pharmaceutical products, value-driving services, and business solutions that improve access to care. Tens of thousands of health care providers, veterinary practices, and livestock producers trust Cencora as their partner in the pharmaceutical supply chain.