The transactions cover up to 10,500,000 shares of AmerisourceBergen stock

Davis Polk advised the financial institution counterparties in connection with variable prepaid forward sale transactions with Walgreens Boots Alliance Holdings LLC, a subsidiary of Walgreens Boots Alliance, Inc., relating to shares of common stock of AmerisourceBergen Corporation. Under the terms of the transactions, Walgreens Boots Alliance pledged an aggregate of 10,500,000 shares of AmerisourceBergen’s common stock and received an aggregate prepayment amount of approximately $1.6 billion. Upon final settlement of the transactions, which is scheduled to occur over two maturities, the first starting in Walgreens Boots Alliance’s first quarter of fiscal year 2026 and the second starting in its third quarter of fiscal year 2026, Walgreens Boots Alliance will deliver to the dealers shares of AmerisourceBergen’s common stock (in which case it may receive additional proceeds of up to $517 million depending on the stock price at the time) or an amount of cash based generally on the volume-weighted average share price of AmerisourceBergen’s common stock over a valuation period.

In connection with the transactions, the dealers expect to borrow an aggregate of 10,500,000 shares of AmerisourceBergen’s common stock and offer such shares for sale pursuant to a registration statement, which sales included 7,293,548 shares in an underwritten public offering through Goldman Sachs & Co. LLC, acting as sole underwriter.

Walgreens Boots Alliance is an integrated healthcare, pharmacy and retail leader serving millions of customers and patients every day, with a 170-year heritage of caring for communities.

AmerisourceBergen is a leading global pharmaceutical solutions organization centered on improving the lives of people and animals around the world.

The Davis Polk equity derivatives team included partners Caitlin L. Wood, Mark M. Mendez and Mark J. DiFiore, counsel Faisal Baloch and associate Amy Cheng. Partner Lucy W. Farr and associate Yueyu Yang provided tax advice. All members of the Davis Polk team are based in the New York office.