Walgreens Boots Alliance announced that it has sold shares of Cencora common stock pursuant to variable prepaid forward transactions executed in reliance on Rule 144 under the Securities Act of 1933, as amended, for current proceeds of approximately $424 million and, depending on the stock price at the time, potentially additional proceeds at maturity. In addition, and subject to the closing of the Rule 144 transaction, Walgreens Boots Alliance entered into a concurrent share repurchase by Cencora for proceeds of approximately $250 million.
Walgreens Boots Alliance’s ownership of Cencora’s common stock has decreased as a result of the concurrent share repurchase by Cencora but remains at approximately 15%.
Walgreens Boots Alliance's ownership of Cencora’s common stock has not been impacted by the entry into the variable prepaid forward transactions, which provide Walgreens Boots Alliance with current liquidity while allowing it to maintain voting and dividend rights in the Cencora common stock, as well as the ability to participate in potential stock price appreciation during the term of the contracts. The contracts are scheduled to settle starting in the fourth quarter of fiscal year 2026, at which time Walgreens Boots Alliance 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 $137 million depending on the stock price at the time.
The company said it intends to use the proceeds primarily for debt paydown and general corporate purposes. The transaction is another decisive action to further simplify the Company’s portfolio, while improving cash management.
The sale has no impact on the long-term partnership between the two companies. Walgreens Boots Alliance remains fully committed to the strategic, mutually beneficial relationship with Cencora, which has been a strong and trusted partner since 2013. Chief operating officer, International of Walgreens Boots Alliance, Ornella Barra, will continue to serve on Cencora’s board of directors.
[Read more: Walgreens names Tim Wentworth as next CEO]